


A Summer Well Spent

by bottombitch



Category: Ben 10 Series
Genre: Alien Biology, Anal Sex, Bestiality, Blow Jobs, Come Swallowing, Cousin Incest, Cunnilingus, F/M, Knotting, Noncon to Consensual, Sexual Exhaustion, Tentacles, Vaginal Sex
Language: English
Status: In-Progress
Published: 2019-09-30
Updated: 2020-05-06
Packaged: 2020-11-08 13:49:58
Rating: Explicit
Warnings: Underage
Chapters: 5
Words: 25,280
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20836514
Author URL: https://archiveofourown.org/users/bottombitch/pseuds/bottombitch
Summary: Ben can imagine nothing worse than having to spend an entire summer with his cousin, but a prank gone wrong and an awakened desire leave them closer than ever. Commission for adamnemo42.





	1. Animalistic Passion

If Gwen pushed him any further, Ben was sure that he would snap. Spending the summer with his cousin had always sounded like a frustrating idea, but he didn't expect her to be so annoying! It was all the time! Her annoying attitude didn't take breaks! It seemed as if she put all of her brains and intellect towards making his life more frustrating.

It wasn't as if he had extended a hand in friendship, but Ben couldn't have known how to make friends with a girl at his age. All he really cared about was the TV shows he watched and girls. Not girls like his cousin, though. Real girls, with huge chests and waists about as thick as his forearm, with a huge butt to boot. Girls like those were like an entirely different species from his cousin, who, in comparison seemed almost disgusting and very much non-sexy. He bet that the girls in his dreams wouldn't spend their time trying to annoy him. No, they'd practically worship the ground that he walked on.

Of course, right? That was what sexy girls existed for.

He needed a way to get back at Gwen for all of the trouble she'd been causing him. He'd had it with her attitude. If he had to put up with it for the rest of the summer, there's no way that he wouldn't throw himself out of one of the RV's windows. It was as he pondered a way to scare her that he glanced down at the watch on his wrist. If he picked his times right, he might be able to scare her with one of the monsters in there... but which one? As he flicked through them, glancing at the silhouettes they cast upon the omnitrix's surface, he came across the one he had been looking for.

Trying to replicate a scene from a movie he once watched, he figured that the best time to ambush Gwen would be when she was in the shower. So long as he managed to scare her without pulling the curtain back, he wouldn't have to see what her gross body looked like naked! He waited patiently on his bed for the sound of the shower running, and then tiptoed over towards the door, glancing over towards the driver's seat to make sure that their grandfather was still pre-occupied with his driving. He didn't usually like it when the old man chose to drive late into the night, but tonight it would be of great use to him.

Slipping into the bathroom by utilising a trick he'd learned to get past the lock, he carefully shut the door behind him, and then lifted his arm to twist his watch towards the alien that he wanted. Wildmutt was a good choice for any occasion, but particularly when he wanted to scare the life out of his cousin. What could be scarier for her to be alone with while taking a shower? All vulnerable and naked... she'd have a heart attack, for sure! Ben couldn't help but chuckle to himself as he imagined her reaction. He pushed the top button down on his omnitrix and activated its power, Gwen's idle humming and the sound of the shower covering up the noise that the watch made whenever he transformed.

Gwen liked to take her time in the shower. It wasn't that she ever got particularly dirty, but she liked the feeling of the water against her, and... well, there was another reason she liked to take her time. She didn't get to spend much time alone, what with all the activities that their grandfather had planned and the fact that Ben slept mere feet away from her. As such, whenever she wanted to tend to... personal stresses, she had to wait until she had some time alone. The shower was really the only chance she got as far as being away from her dumb cousin and their grandfather.

Using the sound of the shower to cover her sounds of pleasure, she brought one hand to rest against the wall while the other slipped down between her legs. She had gone through the motions so many times before, so she didn't have any trouble working herself to arousal. Her fingers ran along either side of her slit, and then moved up between them, spreading the lips apart. The middle finger ran up and down along the exposed area between the lips, and she had to bite her lip to avoid moaning — even if the shower would cover up the sound, she didn't want to risk being caught, especially by her cousin.

Try as she might, though, she couldn't cover up the gentle moan that left her as she made contact with her clit, gently thumping as it exposed itself from underneath its hood. She sank her head forward and closed her eyes tightly, but once the initial pleasure faded and her focus returned to her she could have sworn that she felt another presence in the room with her. She could hear a... breathing, and given what she had been doing she felt too scared to turn around. It wasn't a human breathing, it was... wait.

She sighed to herself, and then whipped her head around. She couldn't believe that her cousin would try to play a prank on her at a time like this. Inhuman breathing? What else was it going to be? The only thing in the world that Gwen had to be scared of slept less than six feet away from her. Apt, considering how often she wanted to put him six feet under. "What do you think you're doing, dweeb?" she asked, pulling the curtain back to cover her from the neck down as she leaned around it to glance upon Ben's form... but there was something off.

Even with a lack of eyes, she could tell that he was focused on her, but he seemed more animalistic than usual. Saliva dripped from his mouth, and all of a sudden his teeth seemed far scarier than usual. Gwen stepped back a little and glanced around for a way to sneak away from him, but it was too late. He was on her in moments, using his paw to push the shower curtain away from her, and then his other pulled her out of the shower and onto the bathroom's floor. Thankfully, she landed on the rug they used to avoid slipping on their way out of the shower, but while that helped her avoid breaking any of her bones it did little to help her escape from Wildmutt.

His snarling barely rose over the sound of the shower, but Gwen knew that she was in trouble. She tried to crawl away, towards the door, only for him to grab her by the hips and pull her backward again. She turned her head back to look at him again. "You... you can stop now," she muttered, before repeating herself, "You can stop now, dweeb!" But her words fell on deaf ears. Either Ben was taking the joke way too far, or his focus was on something else. With her bent over before him, Wildmutt leaned down, and the source of his attention was confirmed: he ran his tongue over her snatch, catching her off-guard. She seized up and grit her teeth, eyes widening.

"Wh-What do you think you're doing?" she asked him, wiggling her hips again in an attempt to get away, but his tongue flicked across her again. She had no way of knowing, but her arousal had turned a switch inside Ben's brain. It wasn't Ben anymore, at least not the way she knew him... he was as feral as the rest of Wildmutt's species, with one desire and one desire only: to breed. His front legs wrapped around her legs and pulled her close to him, and then his tongue continued swiping across her snatch. Her smaller size meant that she was pulled off the ground a little, resting against the bottom half of his body while he kept lapping at her.

"Stop using your tongue l-like thaaaat!" she moaned, laying her head against the rug beneath her as Ben's tongue caught her clit. She was ashamed to admit that what he was doing felt good, and if he kept it up, she wouldn't be able to resist him. She tried to search her memory for anything that she might be able to use to calm him down, but between his tongue moving against her and the arousal that she had already been feeling she found it hard to put her thoughts in order.

Another wide stroke of his tongue ran against her pussy, pushing the lips aside as it lapped up her juices. He pushed his snout against her snatch a moment later, inhaling her scent deep while his claws dug gently into her thighs. Though she continued trying to move, he held her firmly in place. It didn't matter much to him whether she was writhing in pleasure or trying to escape, he wanted his meal to sit still as he ate her out. He figured out pretty quickly that her clit was her most sensitive spot, much to her frustration. She couldn't help but roll her hips back against him each time he made contact, and she reached forward with her hand to try to find something to grab onto, in the hopes of pulling herself away from him.

Each time her hand neared something she might be able to use, he pulled her back again, yanking her into place so that he could continue eating her out. It wasn't long before he wanted more, and he took the attention away from her clit to instead push his tongue up against her entrance. Slick and bigger than anything she'd ever slipped up there before, she knew that even his tongue was going to hurt, but whatever will she had been fighting with earlier had gone entirely.

Sure enough, his tongue spread her pussy open as he pushed it inside, and her tight snatch had to stretch to accommodate him. Despite that, however, there was still a pleasure for her to find, and she was quick to find it. As she rolled her hips back against his tongue involuntarily, her eyes rolled back, exposing their whites, and a soft moan left her lips. The way Ben ate out his cousin was animalistic, slobbering all over her as he pushed his tongue deep into her snatch, trying to 'feel her out' before he went any further with her. She managed to silence her own moaning, but her mouth hung open nonetheless, silent sighs of pleasure leaving her as her eyes returned to their intended positions.

"Ben, you're..." she muttered, barely able to be heard by Ben over the sound of the shower's rushing water, which thankfully covered up any and all noises that they made enough so that their grandfather couldn't hear what they were getting up to. It was probably for the best, too, because Ben wasn't going easy on her. After he had gotten his tongue as deep as he could inside her, he twisted it back and forth. Wildmutt's tongue was thicker than the average human's shaft, but Gwen didn't even have any experience with those. She continued to moan and pant to herself as Ben pulled his tongue out of her. The absence of Ben's tongue came just as she was on the edge of her orgasm, but the slobber dripping from his lips happened to catch her clit, and with that she was pushed over the edge.

She trembled and twitched in front of Ben's eyes, her body convulsing through the first orgasm she'd felt at the hands — or, paws — of somebody else. Juices flowed from her pussy and down her thighs, matting Ben's fur below her, and then she collapsed against the floor, exhausted. It was the most intense orgasm she'd ever had. She didn't know if she'd ever be able to go back to subtle shower masturbation. In her head, with what little mental energy she had left, she tried to figure out how she could talk him into doing that again. She couldn't admit that he'd been able to pleasure her, of course. He'd never let her live that down. Or perhaps getting her off was the prank he'd been trying to pull; now that she had been defiled by him, brought to an intense orgasm, the scales would always be unbalanced between them.

As it turned out, Ben wanted more from her. He continued to snarl behind a shut pair of teeth, slobber continuing to rain down from his chin down onto her form below. With how warm it was, there was no way for it to go unnoticed by her. Each splatter helped to ensure that she didn't fall victim to her exhaustion, reminding her of the situation that she was in. Still as feral as he had been before he'd gotten her off, Ben pulled himself back to let her settle against the bathroom floor, though he kept a paw pressed against her rump to keep it pointed up towards him.

With the last remnants of her orgasm gone, Gwen realised what they'd just done. She felt a shiver run down her spine, and not necessarily a pleasurable one. She glanced back towards Ben. "I really think we should stop now. You just... we just... we've crossed a line here, Ben. We can't do this again and we certainly can't go any further." Once again, her words fell on deaf ears; Ben wasn't listening to her. How could he? All he could focus on was the heat between her legs, the pleasant smell wafting up into his nose and the hard erection between his legs that she had caused.

She hadn't even noticed it yet, but as she looked back at him she realised just how hard he was. His cock must have been ten inches long or more, with a thickness that would rival cocks twice as long, especially at the base. She had no way of knowing it, but Ben's cock resembled that of a dog, with a thin, pointed tip and a rounded base, behind which was the infamous 'knot'. Gwen gulped as she realised what he was planning to do, and as she opened her mouth to protest he pulled her closer towards him sliding his length along her snatch.

It felt hot against her, and, more worryingly, pleasurable. Though the heat was a literal heat, it also helped to fuel the more metaphorical one inside her. She felt herself throbbing again. She wanted him, and whether she liked it or not, her pussy needed him. She didn't protest as he continued grinding against her, though a shiver did run through her as she felt the base of his cock slide along her pussy. Jesus... she was going to have to take that inside her? How would it ever fit? With how hot it was, too... Jesus, it would kill her.

Ben didn't give her any time to prepare. He slid her hips down a little and then pressed the tip of his cock up against her entrance. The thin tip helped him slip inside, the first inch or so having very little trouble. If it were up to Gwen, she would have had him go much slower, but each movement he made was animalistic: there was no way that she could get through to him. She knew, by now, that he couldn't understand the words she was saying, but as he continued pushing himself inside she tried nonetheless, perhaps only to rationalise with herself that she wasn't letting him fuck her without protest.

"Ben, please. You can't do this, we're related... and your thing's an alien's, and... oh, God. This is gonna hurt." She wasn't wrong. Ben had been slowly sinking further and further into her snatch, but pretty soon he couldn't push himself any further. With a grunt, he tried nonetheless, only for her cunt to reject his alien cock and push him back again. He kept rutting against her, trying to push in further, but her pussy remained too tight for him to push inside. He kept getting rougher with her, each successive thrust increasing in power and desperation, and she knew it wouldn't be long before he forced himself inside.

She braced herself for the worst, and it arrived not long after. He gripped her hips hard, pulled her back towards him and thrust forward at the same time. He managed to push his shaft inside her, all the way down to the beginning of the bulb at the bottom. She stretched to accommodate him, but it wasn't in the least bit pleasurable. As her eyes widened and she threw her head back, tears began to form in the corners of her eyes; the pain overwhelmed her, and it took all of the strength she had to not cry out and risk grabbing the attention of their grandpa. Despite what Ben was putting her through, she didn't want to get him trouble. It was clear to her that whatever state Ben was in, it wasn't his normal one; maybe he wasn't even in control of himself.

Her cunt stretched to fit him all the same, and the pain passed, a lot slower than it had come. Pleasure took root inside her, letting the cries of pain she'd been holding back turn into gentle moans of pleasure that she managed to cover up with her hand. His slow thrusting rocked her form, but it didn't take him long to start building up momentum. Wanting more of the pleasure that he was giving her, she moved her hands down to the ground and pushed herself up on all fours, shuffling forward just enough to be able to support herself.

He had been about to pull her back, but as he found that she wasn't trying to pull away, he merely followed her, and though the feral part of him had a lot to learn in the ways of affection, he leaned forward to run his tongue along the back of her head. He stayed above her afterwards, and she lifted her arm up to hold onto his upper body, keeping herself pressed up against him for support while he continued to thrust against her, picking up speed with every passing moment. He made no attempt to push his knot inside her just yet, but she knew that it wouldn't be long before he wanted to. Would she be able to take it? Could she even fit that thing inside of her? Surely something inside her would get in the way... and hopefully not break in the process.

"Ben, if... if you're going— ah— going to push that thing inside, you're gonna have to be careful with me, alright?" she asked, hoping that somewhere, deep down, Ben could understand her. Confirming as much, he ran his tongue across her head again, and then huffed through his feral mouth, before moving his paws down to set them on the ground beside her. She wasn't in the least bit ready for him to push the knot inside, but she braced for it anyway, knowing that it was coming whether she wanted it or not.

Her hand clasped over her mouth as she hung from him, held up primarily by her knees and his cock inside her. Each moan that his hard thrusts forced from her were caught by her palm and quietened so that their grandfather couldn't hear them. The line she'd spoken to him didn't make Ben go any easier, though. He rutted against her, nearly grinding, and then pulled back to begin thrusting again; the way he moved was amateur, with one goal in mind, but his size kept Gwen sensitive no matter what he did. The girth of his cock meant that she felt every throb and every twitch; she could even make out the veins running along his dog-like shaft. The tip, pointed and spluttering precum every time he thrust inside her, pushed right up against what must have been her cervix.

Gwen realised that he had bottomed out inside her. He had nowhere else to go. Where could he possibly push his... thing now that he had gone so far inside? There was nowhere left. She could already feel her poor entrance stretching around him, the mere act of penetration hurting less and less, and perhaps she should have been relieved, but all she could think about was how ruined she might be. ...Ben had ruined her, or had he claimed her? Right now, he was a beast, and by fucking her that beast was merely marking its territory. She wasn't his prey, she was his mate.

She shut her eyes tightly as another orgasm rocked through her. She couldn't even feel them coming, they just happened. Panting into her palm, she felt herself roll forward and had to slam down her hand against the ground to stop herself from falling, but nothing could be done to stop the moans of pleasure. As she helplessly groaned and cried out for more with his thick, hot cock buried so deep inside her, she could only hope that their grandpa wouldn't notice. Though her mind focused on the worry, she couldn't stop herself, and Ben wasn't helping.

Thumping against the very depths of her cunt and not progressing any further, Ben realised that he was going to need a new angle if he wanted to be able to fuck her any deeper. Without giving her even a moment's warning, he moved his paws up and thrust upward, lifting her body up off the ground. She managed to clasp both hands over her mouth before the resulting scream of surprise left her, but she suddenly felt even less in control than she had been before. Her feet could barely even touch the ground, and she had to lean back against him to avoid falling forward. His paws moved up onto the top of the cabinet near the sink, and he moved up even higher. On two legs, he made it easier for her to lean back against him, but far harder for her to move. She moved one hand from her mouth and grasped hard onto his fur, making sure that there wasn't another scream coming before she pulled her hand away from her mouth again.

"Let... let me turn around, Ben. It'll be easier to hold onto you that way," she told him in a hushed tone that barely held secret the pleasure she was feeling. Now that gravity was helping him slip deeper inside her, she could swear that she felt his cock running along her cervix's entrance, as if breaking off to the side. She knew for sure that her body wasn't supposed to distend that way, but... well, it didn't hurt so far.

Rather than pulling her off him, Ben reached one of his paws down and set it against her thigh. She reached her hands up to hold onto his shoulders, and then the two of them worked together to turn her around. After so long of having him just push back and forth, having his cock twist around inside her was an entirely new feeling. She shut her eyes tightly and did the same with her moan, catching a moan of pleasure before it escaped her. When her eyes opened again, she looked elated. If she hadn't been so wet — if she hadn't been loving every moment of this — he might not have been able to turn her around on his shaft.

Leaning against his fur, she wrapped her arms around him, finding it much easier to stay upright this way. She felt so much more safe, too, as if his body was enveloping hers. How was it fair that she should feel safest in the arms of her dweeb of a cousin? It wasn't. The fur was warm, and with his dick deep inside her all that she wanted was warmth. She buried her face against his fur and used him to cover up her moaning. With one paw still on the bathroom cabinet, he reached the other up to settle against her back, and with her atop him, almost riding him, he was able to push himself deeper inside her.

She felt him pushing at her in an unnatural way again, but it still didn't feel displeasurable. She leaned herself back a bit and allowed her groans to flow freely for a moment as she watched his cock shifting inside her. It was only from this angle that she realised she could make out the shape of his cock inside her. With how thick it was, it made an impression on her tummy as it pushed upward. At the tip, where he was trying to push past her cervix, it seemed to push up a little higher. Reaching one hand down, she ran it along the highest part, teasing the tip of his length even further. She could still feel the twitches and throbs rocking through her petite form, and with her hand atop the tip of the bulge she began to slowly stroke him.

She didn't want him to push the knot inside her, of course, but if he just so happened to— oh, fuck it. She moved both of her hands down to his sides, grabbing a hold of his fur. As he pushed up against her, and gravity pushed her down against him, she added in her own strength and tried to push her already stretched pussy further down his shaft. She had to bury her face in his fur again to avoid making more noise, but even that didn't help. The bulb at the base of his cock kept stretching and stretching, and for a moment it seemed like they weren't getting anywhere, but then Ben moved one of his paws down to set against her thigh and began pushing down. There was a slide of movement, and then another, and then the bulb began to push inside her. Gwen could feel her pussy's entrance expanding further that it was ever meant to as the same thing happened to her stomach. As the bulb reached the halfway point, Ben thrust his hips upward and then all at once the rest of the knot slipped inside.

Gwen wouldn't have been able to describe the colour of her own hair, let alone how Ben's knot felt inside her. It was mix of pain and pleasure and torture and euphoria all at the same time. As she pulled herself back from Ben's fur and looked down at her own stomach, her own movements feeling slow, she could see the outline of his cock pushing up at least four or five inches from what should have been the surface of her skin. He definitely hadn't pushed into her womb, and so she could only assume he had pushed her canal up alongside it, and while that itself didn't hurt as much as she would have expected it did feel weird.

She reached one hand up to wipe away her tears, having formed them in a mix of pleasure and pain, and then she reached down again to grip onto his body with her hand. He had stopped for her, giving her as much time as she needed to get used to what she was feeling, but she had no intentions of waiting. She began to grind herself against him, each shift of his cock inside her causing her to gasp and moan; she had forgotten all about covering up the sounds of her own pleasure by that point. It was lucky for her that him being so deep inside her had almost taken her voice away; she couldn't moan loud enough to get the attention of their grandfather, even if she wanted to.

Each rock against him brought him closer to orgasm, and once Ben realised that she wasn't holding back anymore he began grinding against her in turn, shifting his knot back and forth inside her without actually pulling it out or pushing it in any further. He was twitching more now, and though most of her lower body felt numb from both the pleasure and being stretched so much she could feel his precum leaking against her inner walls. He had to be about to cum, right? Surely.

She couldn't tell how much time had passed when his orgasm actually began. Despite her expectations, it didn't come with a particularly hard thrust, it just... began. Ben gritted his teeth together to cover up the howl he desperately wanted to make and then his cum began to pump inside her. Flooding her twat, the hot, almost boiling hot, cum rushed down towards the entrance again, but the knot stopped it from being able to escape. With that, it pooled near the base of his cock and then began rising upward as more and more of the cum shot free from his prick.

It came in short spurts, but Gwen could feel every single one splatter against her cunt. When the rising level reached her womb, it began seeping inside; could Ben even get her pregnant in the state that he was in? She wasn't sure, but she didn't much care with how exhausted she was. Orgasm after orgasm flowed through her body while she laid limp against him, her hands grasping his fur so hard that she risked pulling some off if she yanked hard enough. His flow of cum paused as sudden as it had begun, and then Gwen let out a heavy sigh, leaning back. He brought his paw up to stop her from falling, and the two fell still for a little while.

Gwen couldn't be sure how long it had been when she felt his knot begin to deflate, but it must have been at least a few minutes. She felt the cum begin to trickle out of her and onto the floor, prompting Ben to move her over towards the bathtub. As she felt the hot water cascading down upon her, she became a little more alert, and held onto Ben a little tighter as he pulled himself out of her. The numbness made it far easier for her to avoid crying out as he pulled himself out of her, and as he set her down against the ground, keeping a hold of her just in-case she couldn't walk, she felt nothing but exhaustion.

The shower's water had cleaned her enough that she could justify just heading straight to bed, and, albeit slowly, she made her way over to the bathroom door and grabbed her towel, slipping it around herself before leaving the bathroom entirely. As Ben ran out of time in his alien form and he returned to his normal self, he relived the last half an hour in his head and felt the guilt and the regret hit him all at once. He walked over to the bathroom door and locked it, opting to take a shower before he even tried to be in Gwen's presence again; hopefully she'd be asleep when he was finished.


	2. Upgraded

Neither of them talked about what had happened. Their lives went on for the next few days as if their time in the bathroom had been nothing more than a dream, but although Gwen was doing her best to move on from it shouldn't ignore the arousal she felt whenever she thought about their time together. Overwhelming as the event had been, it was still an amazing first time; she had never been one for candles and romance, and getting her first time out of the way in a display of unavoidable passion was more than enough for her. The fact that the one to take her virginity had been her cousin was the part that she struggled with. She'd never be able to look Ben in the eye again without thinking about what they'd done together, without thinking of his Wildmutt form's huge cock and how much it had filled her. She recalled the feeling of his seed filling her womb every time she brought herself to climax.

Ben had been expecting a far worse outcome. Luckily, she had been asleep by the time he padded out of the shower and towards his bed. He kept expecting her to bring it up with him whenever they were left alone, but he was met only with silence. After a while, she began to wonder why she hadn't spoken to him about it, even if he had been afraid of that very thing. Surely it warranted talking about? If she wasn't going to raise it, though, he certainly wasn't going to bring that on himself, even if he felt a little bothered that they hadn't talked about it.

Though Gwen was aware that they would have to talk about it eventually, she put it off for as long as possible. How was she even supposed to bring up what had happened? 'Oh, hey, Ben, do you remember that time you got lost in the lust of one of your alien forms and had your way with me? Yeah, I actually kinda enjoyed that and wouldn't be all that opposed to doing it again.' Gwen let out a sigh and spat her toothpaste into the sink, rolling her eyes at herself in the mirror. Of course, she couldn't say that. No, if she wanted to have Ben use his powers on her again, she was going to have to come at it from a different angle.

He probably felt bad about what had happened, she thought to herself. Maybe she could use that. Powered by the thought that she could maybe exploit the situation for her own gain, Gwen left the bathroom and glanced over towards the driver's seat. Their grandpa was focused on driving again, which meant that they'd be able to do pretty much whatever they wanted and get away with it, so long as they were quiet. Slipping into her seat at the rustbucket's table, Gwen looked over at Ben, who glanced up from the handheld games console he was using for a moment to look at her, and then averted his eyes once he noticed that she was looking right at him.

"Ben, we need to talk," she told him and received nothing in response. She furrowed her brow and then reached over to place her hand atop the console he was using, planting it down onto the table and speaking in a firmer tone, albeit without raising the volume of her voice. "Ben, we really, really need to talk."

"I know," he replied, with a sigh, and then looked up at her. He swiped his games console back from the table and shut it off, placing it beside himself while he tried to look her in the eye. He struggled to do so but managed after affirming to himself that he was the one who had done something wrong... even if Gwen looked like she had enjoyed herself at the time. He reached over with his left hand and rubbed his right forearm, looking guilty.

"What you did really... well, it wasn't a good thing." Now that she had come so far as to actually talk about it, Gwen found herself struggling to find the words. She let out a huff and crossed her arms, averting her eyes for just a moment to regain her confidence before glancing back towards Ben. "It hurt me. Physically, but also... I don't know. I wasn't expecting you to do something like that."

"I don't know why I did it," Ben replied, and although he might have usually tried to shift the blame somewhere else, it seemed like he was content to take the blame for what had happened here. "I don't think I was in control. Not that I don't remember doing those things, I just... they weren't what I wanted to do, I just kinda... did them," he said. The both of them were trying their best to avoid talking about what had happened in detail. Gwen glanced down at his wrist for a moment before looking back up to his face, laying her face in her hands while her elbows sat against the table's surface.

"I know how you can make it up to me," she told him, keeping her intent as vague as possible, to begin with.

"How?"

"Well..." she began, glancing down towards his wrist again.

Minutes later, they found themselves on Gwen's bed, her shorts down around her ankles while she ran her fingers along her underwear. In her hands was a vibrator, she refused to tell Ben where she'd got it, and though it would have normally held a purple colour it was now more of a black with green stripes running down along it. Gwen's proposition had been simple enough: in order to make up for what had happened, Ben would help Gwen get off without interfering much this time. Gwen had theorised (to herself) that it wasn't the huge, knotted cock that she missed, but instead the action of someone else, constant surprises as to speed and shape and depth. Masturbating simply wasn't as fun. Being in control made things boring.

Her hand gripped the base of the vibrator tightly, and after reminding herself that Ben could see (and likely feel) everything that she was doing, she brought the vibrator down to run against her thigh. It had been her idea for him to use Upgrade. She wasn't as familiar with his roster as he was, but it seemed like the one she could get the most fun out of without the risk of being overwhelmed. She switched the vibrator on and laid her head back as she felt it vibrate against her inner thigh.

Even though they had gone so much further while he had been using Wildmutt, being in control of her vibrator felt so much more intimate than their previous experience had. Ben had to remind himself that he was trying to make up for what he had done earlier and stop himself from slipping the vibrator up against her underwear. He could already smell her arousal; as the vibrator buzzed against her inner thigh, he could see it, too. She began to grow wet near the base of her pink panties, a dark spot emerging that could have only been the one thing.

Gwen moved her hand to bring the vibrator closer to her panty-clad snatch. She could barely contain her excitement, a flush occupying her cheeks while she drew the tip of the vibrator back and forth. She kept it on the lowest setting, to begin with, just enough to stimulate without being too much for her, but Ben was in control of the vibrator itself, and he could up the difficulty for her whenever he wanted to. The question was as to whether he would keep her on edge.

Her first moan came as she pressed the vibrator up against her clit, and the sound of her moan made Ben question whether he should turn up the intensity. Feeling the more intimate areas of his cousin's body had been weird as Wildmutt, but it was somehow even more weird as Upgrade. She felt soft everywhere, from her hands to her thighs to her snatch. The flesh gently gripped onto his form as she slid him between the lips of her pussy, the panties proving to be more of an annoyance to Gwen than anything else; she had been hoping to maintain some of her dignity by keeping them on, but it quickly became evident that she would have to remove them.

After sliding them down her legs and tossing them aside, she pushed the vibrator down against her entrance. Being so close to her pussy was a weird experience by itself, but having her wrapped around him as she dipped the tip of the vibrator inside herself was even weirder for Ben. It wasn't unpleasant, though. He retained his sense of smell even while occupying the sex toy, and the scent of her arousal was strong enough to arouse his interest. He couldn't feel pleasure in the form that he was in, at least not the way things were.

She pulled him out of her entrance again and guided him up towards her clit. Making up for his missed opportunity earlier, Ben turned up the intensity to vibrate back and forth across her clit, catching Gwen by surprise. She let out another moan and threw her head back against the pillow, before reaching up with her other hand to grab the pillow and pull it over her face to avoid making too much noise. Ben looked up at Gwen with what limited sight he had while occupying the vibrator, and then turned up the intensity a second time. Gwen moved her hand back and forth, swishing the vibrating toy against her clit to stop herself from being too overwhelmed, but, in an effort to stop himself from being made dizzy, Ben latched onto her thighs with two tendrils and held the toy close to her snatch, just below her clit at first, before yanking himself upward to press right against it. Gwen almost dropped the vibrator in surprise, and attempts to pull him away proved unsuccessful. She was too close to a climax to be able to pull him away, and succumbed to the pleasure a moment later, holding the pillow firmly against her face to keep herself quiet while Ben worked her through her orgasm.

"Y-You dumbass..." she muttered, the bed beneath her wet with orgasmic juice. She grabbed the toy and yanked Ben away from her pussy, shaking her head at him. "You were supposed to go easy, not finish me in five seconds," she told him, with a roll of her eyes.

"Hey, look. This is the first time I've done anything like this. If you were expecting me to be perfect at it, then you were aiming way too high," he replied, his voice masked by a radio-esque filter.

Gwen kept the flush on her cheeks to herself and stuffed him back down between her legs again. "I'll give you a chance to make it up to me," she muttered before spreading her legs again. "I want you to go as hard and as deep as you can. I need to— nevermind, just do it!" She avoided giving him any praise for what he'd just done, even though he'd made her feel amazing. The power trip that she was on was helping to fuel her pleasure. Reaching a hand over to grip the bedsheet for stability, she pushed him down towards her entrance again and moved her other hand aside, letting him take over for the time being.

The same tendrils as before latched onto her thighs again, and Ben did his best to align himself up properly. He wasn't just doing it for her anymore, he wanted to satisfy his own curiosity. After lining up, he plunged forward and slid over half of the modest-sized vibrator inside in just one thrust. Gwen reached her hand up to cover her mouth, not wanting to moan so loud that their grandfather might hear them. It was a safe bet that while ever the truck was moving, he wasn't going to be coming back to surprise them.

"You... you didn't need to..." Gwen began, before cutting herself short again to let out a soft moan. Ben began to draw himself back and forth inside her, keeping the vibrator's intensity high enough to stimulate even beyond the gentle thrusting. The situation's taboo wasn't lost on him, but he felt like he owed Gwen for the way that he'd acted, and... well, they were far beyond being worried about taboos now. Three inches deep into Gwen's snatch, he used the tendrils he'd planted on her thighs to give power to his thrusts, the soft walls of her snatch gripping onto him so tightly that without the tendrils he likely wouldn't have been able to move.

Gwen's rising pleasure was met by Ben going even faster inside her, dipping deeper with each thrust until the dildo had been stuffed all of the way inside her pussy, leaving only the very end sticking out. Once he had pushed as deep into her as he could, Ben held himself there and turned the intensity on the vibrator up as high as he possibly could. Ben had never expected his first time pleasuring a woman (not counting his experience as Wildmutt; he had barely even been in control then) to be so awkward, but he did his best despite the circumstances. With the tip of the vibrator buzzing up against the entrance to her cervix, Gwen clasped her hand over her mouth again and moaned into her palm, her eyes rolling back. "H-Holy..." she muttered into her palm, before planting her hands against the bed again. "I think I just had a mini-orgasm."

Driven on by the pleasure he had given her, Ben resumed the thrusting motion he'd been doing earlier. He slid the entire length of the vibrator out of his cousin and then pushed it back in, before moving into a rhythm of doing the same while alternating the vibrator between different speeds to keep things interesting. Every now and then, he would bury the vibrator all the way inside and then let it twitch up against the entrance to her cervix again, but never stayed at it for too long. Gwen struggled to keep quiet beyond all of the pleasure, and half of the time spent with him between her legs had her hand clasped over her mouth in an attempt to keep herself quiet, though she could never be too successful in doing so.

By the time they were finished, Gwen's bed sheets had been utterly ruined by her constant cumming, soaked through with juice to the point where she worried she might have ruined the mattress underneath. Placing Ben down beside her, she turned to get herself down from the bed before letting out a huff. "Gonna have to do something about the mess... it's okay if I leave that with you, right?" she asked, looking back over her shoulder at Ben, who had just finished getting himself out of the vibrator. "I'm gonna go take a shower."

Ben would have protested, but he reminded himself that the point of this entire exercise had been to make amends with Gwen after he'd lost control of himself. He swapped their bedsheets around and stuffed hers into the hamper, reminding himself that he'd need to be the one to wash them so as to avoid having their grandpa make any unwanted discoveries. He slept without bedsheets that night, but it seemed like a fitting punishment given what he'd done. He only wished that he could understand what Gwen's angle was. If she was that bothered by what he'd done to her, then why was she still fooling around with him? It didn't make any sense.

For the next few days, he answered her call whenever she asked for him. He spent half of his waking moments getting her off in one way or another, though she limited him to using Upgrade no matter how much he complained about not being able to feel any pleasure for himself. It was starting to frustrate him, and she must have known that, but she didn't relent. She had him working overtime, and each night he went to be exhausted, never able to tell his grandpa what the reason for that exhaustion was. It began to frustrate him, but he felt trapped. He couldn't stop doing what she told him to do, could he? He loathed to think about what she might do if given an excuse to hold even more power over him.

On the fifth day, Gwen and Ben sat across from each other at the rustbucket's table. Gwen was listening to music and reading a book while Ben was playing video games. Neither of them had said a word to the other for nigh on an hour when Gwen cleared her throat to get Ben's attention. He looked up at her with a worried glance that he just about managed to hide.

"Hey, dweeb," she said, before gesturing below the table. Ben glanced over at the grandpa, still behind the wheel, and then ducked his head beneath the table to see what she was pointing to. She had, apparently, already stuffed the vibrator inside herself. It wasn't turned on yet, but as she spread her legs a little for him he could see the base facing him. He already knew what she wanted him to do, and he didn't waste any time getting on it. Moving beneath the table, he crawled over to her and activated the omnitrix, quickly sliding into the vibrator as Upgrade before the alien's size could cause any damage.

Back inside Gwen, Ben set to work doing what she always wanted him to do. He used his form's tendrils to take a firm grip on her thighs and then began drawing the vibrator back and forth. Gwen moved her hands back atop the table and put on her best relaxed expression, though she could barely contain her excitement. As Ben fucked her by proxy, she squirmed in place, huffing away pleasured breaths while reading through the book in her hands. She was living the life, as far as she was concerned. She had a boy at her beck and call who would pleasure her whenever she needed, and she didn't even need to return the favour. Ben's little accident as Wildmutt turned out to be positive after all.

Gwen hadn't been sure how to feel about what had happened at first, but she was content with the way that things had turned out. She hadn't even noticed any frustration on Ben's part. As far as she was concerned, she had suffered through one admittedly pleasurable experience and gained a sex slave for it, even if that sex slave was her dweeb of a cousin. Her outcome could have been far worse.

She laid her arm over the back of the seat and let herself enjoy what was happening, not focusing all that much on anything other than the pleasure of being fucked. She might let Ben have his way with her properly one day, but why would she need to think about that when she already had him in such a willing state? She laid her head back and let out a quiet mewl of pleasure, before realising that the RV wasn't moving. Sitting herself up sharply, she looked around to see where their grandpa was, only to find him making his way out of the driver's seat. There was no way that Ben would be able to get out of her and get himself back to normal in the time that it took their grandpa to reach them, and she wasn't even sure if he could hear her from down there. Crossing one leg over the other, she did her best to hide what was happening from their grandpa. With any luck, Ben would realise what was happening and stop working her over.

No such luck. Even as their grandpa moved right up beside Gwen, Ben continued hammering away at her tight snatch. "H-Hey, what's up, grandpa? Why'd we stop?" she asked, trying her best to keep herself composed despite how hard Ben was going at her. She was beginning to regret taking advantage of him.

"Need to stop for gas. Probably should have done it this morning, but I figured I'd try to get some extra miles in— hey, where's Ben?" their grandpa asked, glancing around the rustbucket for any sight of his grandson. Gwen felt herself begin to sweat. She couldn't tell her grandpa the truth, of course. 'Yeah, your grandson is currently taking the form of a vibrator and thoroughly destroying his cousin's pussy.' She hated that those words made her even more excited, even without saying them.

"I-I think he went to the bathroom," she spluttered, and Ben must have realised what was going on because he came to a stop inside her. Down below, Ben's focus shifted outside of Gwen and he listened in on the conversation. "Pr-Probably a number two, he's been in there a while," Gwen added, hoping that the extra detail might make her story even more believable. Their grandpa looked down at the games console on the desk and let out a sigh, reaching over to shut it off.

"I wish he'd be more careful with these things. The batteries they use are expensive," he lamented, before walking over towards the kitchen area. Ben stopped himself from crying out in anguish as his save was lost in the game he had been playing; he'd have to replay that entire level. As Gwen kept her legs tightly pressed together, though, he began to wonder whether he could take revenge on her from here. She clearly didn't want to be made a fool of, but Ben was too tempted to keep still. The soft walls of her twat gripped him tightly, their bumps and ridges feeling heavenly against his form. Just teasing her wouldn't be enough for him, though; he felt blue-balled. She had exhausted him so much these last few days that he hadn't even been able to masturbate.

He needed to get off, and he had a theory as to how he could do it. Shifting the form of the vibrator inside Gwen, he replaced the vibrator's form with an extension of Upgrade, exposing what could closely be approximated as the alien's genitalia inside his cousin. The vibrator remained underneath, buzzing gently to stop Gwen from getting too suspicious, though it would be a different story if he were to finish inside her. He didn't have to, though. If he was careful, he could bring himself to orgasm and then ejaculate the other way, adding his cum into the deluge of juices that were already running down her thighs. She probably wouldn't even notice.

Ben could have picked a better time to have his change of heart, that much was for sure, but Gwen was none the wiser as to the state of his being as he resumed the thrusting of the vibrator inside her. Her eyes widened as the movement resumed and she grabbed on tightly to the side of the table, glancing over at their grandpa to make sure that he wasn't looking. "What the hell are you doing, dweeb?" she spat, quietly, hoping that Ben was listening, but his movement didn't pause. She wondered whether he had even been aware of what was going on at all, or whether she had simply been lucky enough that he had taken a break right around the time that their grandpa might have noticed them.

It didn't take him long to build up a steady rhythm, and he hadn't been prepared for just how good it would feel to fuck his cousin in this form. After so long of the same repetitive motions, barely able to feel a thing, it was refreshing to have pleasure coursing through him. His form felt different; he didn't recognise pleasure in the ways that he usually would, but there were good feelings rushing through him, and the more he hammered away at his cousin's pussy, the better he began to feel. That was all he needed.

He took out all of his frustration on her, from the way that she had been acting these last few days to the approach she took towards him in general. Those tendrils wrapped around her legs for some extra stability and he began to thrust deeper, faster, the tip of his alien cock pushing up against her cervix with each thrust. Her insides were just so... snug. Perfect, really. With a pleasure like that enveloping him, how could he ever stop? Gwen tightened her thighs in the hopes that it might get him to stop, but she failed once again, and she had to pull the table a little closer to herself to cover up the fact that his alien-like arms were now wrapped around her thighs. If he did know that their grandpa was right next to them, then what in the hell was he thinking?

She found it hard to relax, as much as she wanted to give in to the pleasure. It was ticking all of her boxes, even if she didn't approve of the things Ben was doing. She glanced over at their grandpa again and wondered what he was doing. Why couldn't he just leave to fill the tank with gas already? If the two of them were left alone, she would be able to enjoy Ben's lunacy to her heart's content. But she couldn't. She had to stay quiet, holding back every moan and every cry of pleasure that she desperately wanted to give. Past a certain point, she didn't even blame Ben anymore. She was enjoying it as much as he was.

Finally, right as Gwen's orgasm was approaching, their grandpa left the RV. As soon as the door closed, she laid her head down against the table and let free one of the moans she had been holding back. "Ben, I hate you for doing this to me but don't you dare stop," she told him, in a tone just quiet enough to not be able to be heard from the outside. Ben had no intentions to stop, even if she had asked him to. He'd wrapped himself around her lower body even tighter, various lumps of his form clutching onto different parts of her while he hammered away, his own pleasured masked by the lack of a way to moan in his current form.

His cock twitched and throbbed inside her, though she mistook those for just the regular vibrations that the toy gave. She made no attempt to cover her pleasure now that the two of them were alone, leaning back to rock her hips forward and thrust mindlessly against Ben's motions. Her orgasm came and hit her hard, leaving her a twitching mess and covering the ground in front of her. With how hard that her pussy gripped onto him and how great it felt to have her walls spasming around his shaft, Ben's own orgasm wasn't far behind.

He was too distracted to pull himself out in time, and as his orgasm came he buried himself inside her, cock throbbing while the oddly shaped tip pressed right up against the entrance to her cervix. Gwen knew that something was wrong the moment that she felt him press up against it, but she didn't have time to stop his seed from flooding her womb, though not for a lack of trying. She reached down and attempted to pry him from her, but his grip was too tight on her thighs; there was no way that she was going to be able to remove him. The remnants of her orgasm settled, and she felt exhaustion overcome her. Relaxing back against the seat, she let herself enjoy the moment, even if she was going to have to grill him for it later.

His cock kept twitching and it kept filling her up, until she wasn't sure she could fit any more. With a final spurt, Ben pulled himself out of her and threw the vibrator onto the seat beside her. In his alien form, he looked up at her for a moment before sliding beneath the table and moving over to the other side. Between sliding back underneath the table and emerging from it, he had returned to his human form, taking his seat as casually as he could given the circumstances.

The two of them merely stared at each other for a little while, neither sure what to say to the other. Flushes on their face, they stayed quiet as their grandpa came back inside and walked past them, up towards the driver's seat. As he resumed driving, Gwen got up and headed into the bathroom. Ben felt like he'd messed up again, but unlike last time, he thought that he actually had some ground to stand on. She had been taking advantage of him for the last few days. Did she expect him to be fine with that just because he'd lost control of himself?

No, he wasn't going to let a silence sit between them this time. After making sure that their grandpa wasn't paying attention, Ben slipped out from the table and followed Gwen into the bathroom, prepared for an argument.

Instead, he found Gwen on the toilet, the lid down. Her legs were spread; seemingly, she had been waiting for him. "Lock the door behind you," she told him. After he did exactly that, she reached her fingers down to spread open the lips of her snatch, giving him a grin. "Get another one of those forms ready. I want you to take me for the ride of my life, dweeb."


	3. Fast and Deep

Gwen's cheeks were flushed with embarrassment. It was clear to Ben that she was pushing herself to act the way that she was, but it was clearly to aid her own arousal rather than to put on a show for him, so he saw no reason to stop her. Approaching her from the other end of the bathroom, Ben glanced down at the Omnitrix and flicked through the available options, unsure which one of them to use on her. "I'm... not sure which one of them to use. Were you thinking of a specific one?" he asked, glancing down towards her. It was the first time since they had begun fooling around that the two of them were on even terms, Ben realised.

His cousin bit down into her lip, and then glanced over towards his watch, moving her hand up to flick through the available options just as he had. She checked them off in her head, giving reasons as to why she should either save them for another time or avoid them entirely. Finally, she landed upon one that she liked the sound of XLR8, the fastest alien Ben had in his collection by far. She pushed the button on the watch down without even giving Ben a moment to see what she'd chosen, and then leaned back on the toilet as Gwen morphed into the alien in question. When the watch's characteristic light dimmed, the alien stood there before her; her cousin's brain, of course, but its body was nowhere near close.

Between Ben's legs, a definitively alien cock slid out from its sheath. It must have been at least eight or nine inches in length, though it looked more like a tentacle than a conventional cock. Slick on all sides, it thinned out towards the tip, which was already dripping an alien-looking fluid. Gwen licked her lips at the sight and then sank herself down from the toilet seat to get a closer look at the cock she was going to be working with.

"Don't start going all fast just yet," she told him, wrapping her hand around the base of the alien cock. "I want to fool around a little first, okay?" She didn't wait for him to answer. Truth be told, his answer didn't matter all that much so long as he agreed with what she was saying. She enclosed her fingers around the base again and then leaned in to give the tip a lick. It felt warm against her tongue, and to her surprise the fluid surrounding the tentacle didn't taste bad at all. It was a little bitter, and a little sweet, but mostly just salty, not that different from how Wildmutt's cock had tasted.

Up top, Ben moved his alien hand over to settle against the sink; even as the feelings of pleasure ran through him, he managed to keep himself mostly stable. Being pleasured while in the form of an alien would never not feel weird, he reasoned. Everything felt different in the form of an alien, of course, but the different sensations that ran through him as Gwen ran her tongue along the tip of his cock made him shudder. She felt him twitch beneath her grip, and it brought a grin to her face. She barely had any experience and yet she could already pleasure him in such away. It brought a smile to her face, but she didn't stop there.

Moving her head down to the base of the tentacle-like cock, she pressed her tongue to it and then dragged her face slowly up its length, letting the tentacle move freely across her face as she did so. It left behind a streak of fluid that was slightly blue in colour; it only took one look into the mirror nearby for her to see what a mess she'd made of herself, and yet she revelled in the thought of it. Being made a mess of was exciting. She longed for the day that she could trust Ben to make a mess of her by himself.

Fluid continued to leak from the tip just as it had been from the moment his cock was exposed, but as Gwen put more work into pleasuring him she noticed that the volume seemed to increase. There was now a steady drip of fluid against her forehead as she suckled and kissed at the flesh on the way up to it, and when she finally wrapped her mouth around the tip again she felt it flowing against her tongue, just steady enough for her to be able to feel it as she suckled on the tip and made Ben writhe in pleasure. He took a firmer grip on the sink beside him and his hips thrust forward involuntarily, pushing his tentacle-cock further into her mouth.

"Ugh! Ah... sorry," he muttered under his breath, before pulling back from her mouth to avoid choking her. To his surprise, though, she thrust herself back down onto his cock again, taking the alien member deep into her mouth. It almost touched the back of her throat, but she stopped just before, and her tongue did most of the work from there. While her mouth and the entrance to her throat squeezed around the sizable member, her tongue flicked against the underside, working its way down towards the base, or, at least, as far as Gwen could get it to go. Eventually, she had to push her mouth even further forward in order to get anywhere near the base.

The size of the alien cock proved to be too much for her, and she pulled herself back. Though she had handled herself okay with Wildmutt's cock so deep in her throat, she didn't want to risk another ache like the one she'd had following that. Moving her mouth off the cock, she ran her lips down to the base again and began peppering kisses around the part where the sheath ended and the cock began, wondering whether that would be something of a pleasure spot for Ben's alien cock. Sure enough, it was, and the moan Ben let out a moment later was like music to her ears.

"Enjoying yourself, dweeb?" she asked him in a joking tone, before lapping at the base of his cock again.

"You're one to talk. I don't think I've ever seen you so quiet before. I should stuff your mouth with alien dicks more often," Ben replied, prompting a blush to rise on Gwen's face again. She didn't have a response to that, but she did jam her tongue into the sheath, rightfully expecting that, while pleasurable, that would be an uncomfortable feeling for Ben. He gripped hard onto the sink and let out a hiss. "Alright, alright. Point taken. Don't remind cousin of her cock-lust. Got it." Another jam of her tongue into his sheath followed, and then Gwen returned to her worship. Light laps of her tongue that stayed outside of his sheath followed, leading onto her hand running up the length of the tentacle. She figured out how hard she would be able to squeeze him by wrapping her thumb and index finger around the tip, and then working her way down the shaft until it got uncomfortable for him. After wrapping her entire hand around the tentacle, she began to pump slowly.

As she ran her tongue lower, past the edge of the sheath, she pulled back for a moment with a raised eyebrow. "...wait a minute. Where're your balls?" she asked him, prompting a shrug from Ben. How was he supposed to know where they were? It wasn't as if he was a biologist or something. After a moment's hesitation on Gwen's part, she slid her other hand down and pushed one of her fingers carefully into his sheath. If her assumption was right, then she would be able to expose them this way. Ben shivered hard and let out another hiss, and was about to ask her what she thought she was doing when it turned out that her hunch had been correct; the sheath simply needed to be pulled further back.

Two orbs of definite alien origin drooped low once exposed from underneath the sheath that had protected them. They were pretty large, and surprisingly dry considering the conditions they had been kept in. The most interesting thing about them, though, was the smell they had. As Gwen leaned forward and pressed her nose against one of them, alien hairs tickling her nose, she couldn't help but feel as if she was being put under a spell by their scent. It wasn't just nice, it was delicious. She had already been aroused beforehand but now she was really feeling it. She imagined that if she had reached down between her own legs she would have found her grool dripping down onto the floor beneath her, but as it was she couldn't spare even a single finger, with both of her hands busy sliding up and down the length of his cock, squeezing tighter as they reached the tip to milk as much alien precum as him from possible.

She didn't do anything with the precum, though. Rather, she let it drip down into her hair, making a mess of herself while her mouth traced across his balls, slurping up the musky scent wherever she could find it. There had to be something in the smell, something making her head go crazy; she couldn't understand why the smell turned her on so much, and poor Ben was none-the-wiser. He probably thought that she was just a massive whore for alien cock, which... well, it probably wasn't too far from the truth given how easily she had given in to him both the first time they had fooled around and right that moment.

Gwen couldn't even find it within herself to feel guilty about it. What was the point? She was aroused, and Ben had exactly what she needed. Wordlessly, she sucked one of his alien balls into her mouth and then followed it up with the other; with both of them held between her cheeks, she suckled on them and pressed her nose up against the base of his alien cock again. The scent stuck to her brain like a drug, and she found it hard to pull back from it, but Ben helped her by reaching his hand down to pull her head further up the length of his shaft.

She let his balls slip from her mouth on the way up, and as she reached the tip of his member again she found herself wanting to push it as deep into her mouth as she could. She realised quickly that actually pushing it would be a challenge, but as she opened her mouth and the tentacle-like cock slipped inside by itself, she moved her head forward and allowed it to slip deeper of its own accord.

Ben couldn't believe what he was seeing, nor could he believe how crazy his cousin was acting. He saw lust in her gaze, in her actions and were he to lean back he'd no doubt see it between her legs. As the cock slipped deep, now eager enough in its movements to be able to slide most of the way into Gwen's throat, she moved her hands to his hips and looked up at Ben, tears prickling in the corners of her eyes. He wondered, for a moment, whether he should pull her back, but then one of her hands dropped from his hip to slide between her legs and she moaned onto his alien cock.

Content, he re-affirmed the grip he was holding on the back of her head and then leaned back a bit, steadying the grip that his other hand had on the sink behind him. He wished that he could relax while experiencing the pleasure that he was, but Gwen looked too distracted to afford him that luxury. Even with his cock stuffed most of the way down her throat, his member doing most of the leg work, she was still actively bobbing her head on his shaft, even when it hurt her to do so. Her throat must have been aching, Ben thought, and on top of that each of her rough drops down to the base of his cock came with a heavy 'gluk' from the back of her throat.

When she finally did pull away from him, she looked like a mess, but Ben was too close to his orgasm to give her any time to relax. Gripping harder onto the back of her head, he pushed himself back into her mouth and sank all the way into the back of her throat. To actually have his hips moving against her face made the experience all the more pleasurable for the apparently masochistic Gwen. Her throat felt full and her head even fuller, and with each continued hump against her face, she felt Ben's cock grow thicker within her. Between her legs, she had almost worked herself towards an orgasm, her arousal fuelled by the thought that she was being turned into little more than a hole to fuck.

Ben then pulled himself out of her willingly, and as he looked down upon his cousin's tear and mascara stained face, he grasped his cock with his own hand and stroked himself the rest of the way to his oncoming orgasm. Gwen looked desperately between him and his cock, unable to wait for the orgasm that was soon to follow. Her fingers ran madly against her own cunt, switching between rubs of her clit and deep pumps into her snatch, and the rising feeling within her finally dropped the moment she saw Ben's cock begin to twitch and pulse.

The first shot of alien cum landed against her cheek, splattering up towards her left eye which she managed to close just in time. She opened her mouth wide, having forgotten to do so until then, and a moan escaped her right as Ben's second shot of alien cum landed against her tongue. She pulled her tongue back nonetheless and changed the angle at which she was facing his member, giving herself more space to hold his cum in her mouth before the growing pool slipped over her bottom lip and ran down her chin. The third burst of cum had the growing pool almost completely cover her tongue, and in a desperate bid to not let any more of her cousin's seed be wasted, Gwen pulled his tip into her mouth and kept it there until it had stopped spurting, leaving her with a mouthful of cum and a smile on her post-orgasm face.

She swallowed down the seed, and then leaned back against the toilet behind her to let out a heavy sigh. Along with her orgasm, it seemed like her overwhelming sluttery had passed. "Jesus..." she muttered, reaching a hand up to push Ben's cum away from her eye so that she could open it, before running the same hand through her hair without caring much about how much of a mess she made of her own hair, not that it could have gotten any messier.

"You look like you just got assaulted by a blueberry monster," Ben chuckled to himself, before letting out a quiet gasp as Gwen grabbed for his cock again.

"Well, that's a better assumption for people to make than what actually happened," she replied with a gentle smirk, before moving herself up onto the toilet seat and turning her back to her cousin. Her ass on display before him, there wasn't much chance that Ben was going to listen to whatever Gwen was about to say, so it was probably for the best that she was only asking him to go easy on her.

He sank himself down to her ass' level and moved his alien hands up to hold her hips. Despite the two aliens she'd already been fucked by, Ben's XLR8 form had the most human attributes to it, with hands that kept a firm grip and Ben still being able to talk the way that he normally would; though, to be fair, she probably could have gone without that second trait.

She waggled her butt back and forth, trying to entice her cousin. Truth be told, Ben didn't need much enticing. Rather, he was using the opportunity to take a good look at her behind, something that he hadn't been given the opportunity to do before. While his hands sat on her hips, the long tongue that his form afforded him slipped free from his mouth and ran up against her pussy lips. They were already red and swollen, likely from the amount of abuse that they'd already been put through since the two of them started fooling around with each other.

He came at them with a more tender approach, sliding between them gently before trying to push his tongue inside her. The odd shape already had Gwen squirming, but she seemed pleasured, all the same, letting out gentle moans as she leaned forward against the bathroom wall. "That feels so weird," she muttered to Ben, before reaching down to give her clit some stimulation. Ben was quick to use his hand to move hers away, and then he instead began to stimulate her clit with his alien-like finger instead. Longer and pointier, the alien digit took some care in order for Ben to use it on Gwen's clit, but with slow encircles of the nub followed by brief touches that used the small amount of discomfort that the digit provided as a benefit rather than a drawback, he soon had Gwen melting before him.

His tongue slid as deep into her as he could get it; he had liked the taste as Wildmutt, but he wasn't sure how much of that had just been the odd alien's senses. He still liked the taste as XLR8. In fact, it was much nicer than he had been expecting. Due to the alien length, he managed to get his tongue as deep as the entrance to her cervix, and although he was tempted to try for even deeper, Gwen thrust her hips back against him, the pleasure proving to be too much for her. "Jesus! Oh, God! You're gonna make me cum already," she cried. Ben was a little worried that his grandpa might have heard, but he fought on nonetheless, his finger and tongue working in unison to bring Gwen to her second orgasm of the encounter.

Most of the orgasm died away with a few moans and squeals, but the twitching in her body continued right up until the moment that Ben pulled away, wiping his face to get rid of her juices. He didn't give her any time to rest, though, and as he moved to his feet behind her he shuffled forward to line his alien cock up with her snatch again. Gwen turned her head back towards him and bit down on her lip, before pushing her rump back to grind against the upper couple of inches of his slippery shaft.

Reaching down to grasp his own length, Ben did his best to give his member the right angle to slip inside his cousin, but working the alien shaft turned out to be more of a hassle than he'd thought it would be. Gwen reached back to grab the appendage, and then she lifted it up a bit, pushing the tip against her ass rather than her pussy. In her mind, the fact that the member was so slippery would make anal sex easy for them, and while her logic was sound she hadn't accounted for the sheer size of the alien cock. While Ben looked on in relative surprise, the tentacle-like cock slipped inside his cousin, only the tip at first but as his hips involuntarily moved forward even more of the member slipped inside.

Gwen let out a gasp and moved both of her hands over to the toilet's back, letting Ben take over. He reached down with one hand and held himself by the base again, keeping himself aligned properly while he pushed the appendage deeper into his cousin's behind. The stretching required to fit the alien cock inside Gwen's butt was immediately apparent, and the continued grunting and gasping from his cousin made clear her discomfort.

"Are you sure you don't want me too—" Ben began, before being cut off.

"No! No... keep going, please. It feels good," Gwen assured him. 'Good' wasn't the word she wanted to use. She wanted to use 'weird,' but good was the first one to come to mind because although the experience was painful she was enjoying herself. Whatever restraint she had been using before, perhaps back when she and Ben were fooling around the first time, had gone entirely. Her enjoyment was apparent, and she wasn't trying to hide it anymore. Ben kept pushing inside her, and she pushed her butt back to meet him. The further down the alien cock they got, the more it hurt for her to keep going, and although Gwen needed a couple of breaks on the way down the length of the shaft, it wasn't long until she managed to slide him all the way inside, aided by the slickness of his shaft and the precum that it continued to produce on the way down.

Ben was having a hard time keeping his pleasure in check. The form that he was in came with a whole host of new desires and ideas. He wondered how fast he could go, but he didn't want to hurt Gwen, especially after she'd asked him to go gentle. For the time being, as she was in control, lifting her hips gently and then thwapping herself back against his hips, he kept his own desire in check, his hands sitting on her hips to guide her. The amount of self-control he was showing surprised even him... but it wouldn't last long.

It wasn't that bad at first. Just a hard hump here or a few pumps of his hips against hers there, but his restraint snapped the moment that Gwen leaned back against him, her back pressed to his chest, reached up to wrap her arm around his neck, leaned up to press a kiss against his chin and then told him in no uncertain terms "Go as fast as you want, Ben. Really ruin me."

He leaned down to kiss her if only because he knew that she was going to have to be silenced for what he was about to do, and then both of his hands moved down to hold her by the hips. As her movements paused his own picked up, and, slowly at first, he began to pump away at her behind. The slapping of his hips against hers was the most noise to be made, with all of Gwen's moans being silenced by a deep kiss on Ben's part. His long tongue slipped into her mouth and she worked her own tongue back against it, though hers was no match for his, and by the time his stopped pushing deeper into her mouth it was already at the edge of her throat.

In her dazed state, Gwen couldn't remember whether that was her first kiss or not. She closed her eyes and enjoyed it nonetheless, though it felt more like another mouth-fucking than a kiss. Still, it kept her quiet as Ben pumped away at her, silencing the moans that came when he picked up the pace, and he wasted no time doing that. His humps grew harder, braver and held less regard for whether Gwen was in pain or not. Perhaps Ben couldn't control himself, or maybe he'd seen the way that she'd speared herself onto him. Had he recognised the masochist in her? She hoped not. As fun as it was to be truly lost in the throes of pleasure, she did like to be able to toy with her cousin.

Deeper thoughts about why that was sat at the edge of her mind, but with pleasure sitting there, too, she couldn't focus on them. When Ben picked the speed up further, now moving faster than it would have been possible for him to move in any of his other forms, Gwen's eyes rolled back. The pain had gone by now, and even though the stretched state of her behind was somewhat uncomfortable, that discomfort paled in comparison to the pleasure she was feeling. It tingled throughout her body and she could feel her next orgasm rising, her tongue lolling out from her now open mouth, which Ben had to work to quickly close against his lips again so that she wouldn't be able to disturb their grandfather.

When Gwen was sure that she wouldn't moan out, she pulled back from their kiss and looked down behind herself to watch as Ben fucked her. His hips were moving so fast that all that she could see was a blur of motion. Each time he bottomed out against her there was a slap against her skin, but the next slap came so quickly that her skin barely had any time to react, leaving a sequence of gentle thwaps that were much quieter than Gwen thought they would have been. In the midst of her quick anal fucking, Gwen leaned forward against the back of the toilet and hung her head low, moving one hand up to cover her mouth so that she didn't moan too loud.

Her third orgasm had come and went while she had been kissing Ben, barely noticeable over the constant stimulation he provided, and since then it felt like orgasms were constantly coursing throughout her body, evident in the way she kept twitching and moaning. She felt uncomfortable propped up on the toilet the way that she was, but it almost felt hotter to be doing such a dirty thing under the circumstances that she was. Their grandfather could catch them at any moment. She didn't want them to get caught, of course, but the fact that they could have turned her on far more than she felt comfortable admitting.

"God, Ben, please..." she moaned, before covering her mouth with her palm again. Leaning forward, Ben laid his head over his shoulder and grinned.

"Please what?" he asked, teasingly; he didn't slow down at all while he spoke. If anything, he got faster, the gentle slaps against her butt getting harder and harder with each successive thrust. His member seemed to harden inside her, far more than it had when it had been stuffed down her throat. Any thoughts she might have had about the benefits of alien genitalia were kept firmly out of the forefront by her intense desire to be used.

"Go as hard and as fast as you can," she told him, leaning back against him again, which was easier this time around thanks to him leaning down to meet her. She moved her arm up against him again and kept the other one underneath her for stability, and then braced herself for what she knew was coming. Sure enough, the power of Ben's thrusting picked up; the speed, too, which given how fast he'd already been going surprised her.

But then, he paused. Lifting her up by the butt, he flipped her over onto her front and then lined himself up with her ass again. She looked up at him in surprise and worry, but his hands were firm on her hips, making sure that she wouldn't fall from her position, unstable as it seemed. Her worries melted away the moment that he picked up speed again, and she leaned her head back against the wall behind her. Being supported entirely by Ben was a little uncomfortable, but it also made her feel safe, as if she could rely on him. She gripped onto the toilet for dear life nonetheless, even though Ben showed no signs of dropping her, and when his hard thrusting resumed there was nothing she could do to avoid thrusting her hips forward against him with need. Despite being ignored, her pussy was gushing fluid against him, making a mess of the entire bathroom in the process.

It didn't take long for Ben to reach his orgasm with how fast he was doing. One final, deep thrust into her had the alien cock spurting cum deep into her bowels, and the feeling alone set Gwen alight with new sensations. Her eyes opened wide and she covered her own mouth again to avoid letting out more loud noises of pure delight. Her eyes rolled back exposing the whites, and Ben leaned down to give her chin a sloppy kiss while his member began to soften inside her. He leaned up a bit to capture her lips, moving her hand aside, and Gwen returned to the land of the living just in time to kiss him back.

One thing was clear to both of them: if they were going to continue fooling around the way that they were, then they were going to have to choose a better place to do it. Just messing around in the RV while their grandpa was driving wasn't going to cut it.

Ben was in charge of cleaning up the mess. Once he returned to his human form, he got right on it, while Gwen washed in the shower quickly and then headed out of the bathroom so that they wouldn't be caught together. She glanced over towards the driver's seat as she did. Thankfully, it seemed like their grandpa was none-the-wiser. Gwen wondered how that was possible. It wasn't as if they had done an excellent job of keeping quiet.

She walked over to her bed and sat down, the feeling of Ben's cock still a phantom one inside her. It would be a while before she felt comfortable sitting down again, but it wasn't so bad... the light ache reminded her of the time they'd spent together. As time went on, and they were fooling around more and more, she found herself looking back on the memories with less shame and more nostalgia.


	4. Diamond in the Rough

Whenever she and Ben went a while without fooling around in some way or another, Gwen found herself wanting. She wasn't used to being so needy, but the feelings her cousin had awoken in her were hard for her to handle. She masturbated almost every night, compared to before when she had only masturbated perhaps twice weekly if that. It was infuriating, and yet at the same time she felt so liberated, and she did have him to thank for that, even if the idea of giving Ben his due credit for anything made her want to dry heave.

That wasn't true. She wondered why it was that even as they had grown close enough to have sex with each other she still felt a desire to annoy him whenever she could. Seemingly, the same was true in reverse. Did other sexually-active couples act that way? ...Not that the two of them were a couple, of course. Gwen couldn't admit to that, even if it had been true.

She had been having these thoughts on a sun lounger, dressed in a bikini while laying under the sun. Their grandpa had insisted that the two of them spend the weekend at a resort while he went off to take care of some supposedly important things. Why he trusted them alone for an entire weekend was a mystery to Gwen, but she had been given the speech about how she needed to keep Ben in check and, well, she was happy to do it, really. She'd take any opportunity that she could to enforce rules over her dweeb of a cousin.

The pool she was sitting by was relatively quiet. A few people sat along the edges, as she was, on sun loungers, but most of them seemed to be asleep. ...not that she could blame them, the sun was so hot, it was exhausting. Good weather for sunbathing, though. Gwen didn't think that she wanted a tan, but it would be nice to have something different about herself for her parents to comment on when she got home. ...and preferably something that had nothing to do with Ben, though she felt the chances of that decreasing each time that he came inside her. Could any of those aliens get her pregnant? She didn't want to find out.

"Hey," she heard, prompting her to open her eyes. The sun was bright, and it took her a moment to be able to see past it, even with sunglasses on. "I don't think grandpa brought us here so that we could laze around all weekend." It was Ben, holding his usual snark. Gwen sighed, and she leaned back against the lounger again, closing her eyes a second time.

"Grandpa didn't bring us here to do anything, this place is basically just babysitting us until he gets back. Or, considering that he left me in charge, I guess I'm the one babysitting you," she replied, a hint of snark in her tone. She would have been content to ignore her cousin from there, but, apparently, Ben wanted more of her attention. He sat on the lounger next to her and cleared his throat. She opened her eyes and glanced over at him, part of her wondering why he hadn't snarked her back. There was a blush on his face.

"I was thinking, uh... since the two of us are gonna be alone all weekend, it might be a good time for us to—"

She cut him off. "Are you seriously thinking about that kinda stuff right now? Jesus, you're insatiable. You get a little piece of it and then it's all that you can think about. You're the kind of guy that girls sing about in those really sad songs," she told him, laying her head back down onto her lounger with a pleased sigh.

"...I was thinking that it might be a good time for us to talk, Gwen," Ben stated, flatly. The flush on Ben's cheeks suddenly paled in comparison to the one that rose on Gwen's, but she didn't say anything. Ben rubbed the back of his head. Gwen could be a jackass sometimes, but he didn't want her to feel bad. "...and, yeah, maybe some of that stuff, too. Y'know, if you wanted to," he continued, both hoping to make her feel better and to express a genuine desire he had to fool around with her some over the time that they had away from their grandpa. She looked at him again, but she didn't mock him this time. Rather, she gave a gentle nod, and then slipped forward on her lounger.

A few minutes later, the two of them found themselves in the room that they were supposed to share. Two beds, of course, and they looked pretty comfortable, but as Gwen looked over them she wondered whether they would even need the both of them. The weekend, alongside giving her and Ben an opportunity to fool around, would give them the chance to share a bed together without having to worry about being caught. The thought excited her. She moved over to the bed they had agreed was hers and sat down, facing Ben.

"So... what part of, um... all of what's been going on did you want to talk about?" she asked him. Ben wanted to answer her, he really did, but as he looked over her body, barely clothed and lightly sweating, all of the thoughts that he could muster were sexual. He tried to force the sexual thoughts away in favour of what little maturity he'd been able to come up with by himself but struggled to even find the words to begin. In his pants, he felt his cock stirring, but he wasn't sure how Gwen would react to the prospect of having sex with him while he was in his human form, and so he reached down to the Omnitrix and twisted at its frame, selecting a monster at random before punching the top down and transforming.

Gwen knew what the sudden burst of green light meant for her. She averted her eyes and looked away, her mind dropping the focus she had held previously on talking to him about their situation and moving immediately over to questioning what alien he'd turned himself into this time. Once the light dimmed and she was sure that she could look at him without being blinded, she pulled her hand down from in front of her eyes and looked over towards where he'd been stood.

In Ben's place, almost tall enough to reach the roof of the room that they were in, the alien he'd opted to name 'Diamond Head' stood tall. She'd seen him in that form a dozen times before, but there was a key difference this time. Between his legs, where there would usually be a flat, armour-like surface, there was a bulge. It was obvious to her right away what she was looking at, but Gwen had to pause and think about it all the same. Between her own legs, she felt her pussy begin to heat up. The bulge continued to grow for a few seconds, pushing what she had always assumed was a plate of armour further and further away from Ben's crotch. She could see now that it was, in fact, a type of clothing, covering up whatever jewel laid beneath. She felt herself drooling as she watched it grow, and then before she knew it she was down on her knees, the smell of alien cock already hitting her nostrils.

It was different than the other ones, though. There was no raw, masculine scent, but rather a vaguely metallic scent that would have belonged more in a factory than a hotel bedroom where she was naked with her cousin, on her knees and ready to suck his alien cock before even knowing what it looked like. If it were possible for there to be hearts in her eyes, there almost certainly would have been. Ben closed the distance between the two of them, and then pulled the clothing away to let his cock free.

Indeed, it was the largest she'd seen yet. Easily over a foot in length. Made of some sort of translucent mineral just like the rest of his body, it looked hard to the touch, even without its erect state. Slightly jagged everywhere but the head, it was quite humanoid in shape, and its jewel-like state had it gently shimmering in the dim light of the room. Gwen was entranced. The scent was a little stronger now, but out in the open she could appreciate the slightly masculine tinge that became evident the longer that she spent with it. After wrapping her hand around the base of his cock, feeling how cool it was to the touch, she leaned up and pressed her lips against the shimmering head, unable to hold back her desire to have a taste. And... well, Ben was offering, wasn't he? Hadn't they been talking about something? Oh, well.

The taste was something far closer to what she had tasted before, a vaguely salty one with undertones of both sweetness and bitterness. Unlike the rest of the cock, the head was both smooth and a little softer, much closer to how she imagined Ben's human cock would be as opposed to the thick and rock-hard shaft beneath it. Her hand stroked along the length of the cock, but she quickly realised that she didn't know how to pleasure a cock as rough and hard as Ben's current one, so she gave up in favour of worshipping the head. Her tongue flicked back and forth against the underside and then moved up to press against the tip. If there was one thing she could thank Ben for, it was for giving her the opportunity to test and enjoy so many different alien cocks.

Her eyes must have looked hungry as she looked up at him because Ben moved his hand to the back of her head and opted to give her a better taste of his cock. He pushed himself further into her mouth and, content with the knowledge that she had taken Wildmutt's cock already and come out fine, pushed himself as far as he could into her mouth. It took a couple of pushes just to get the head inside, but once the entirety of the soft-smooth tip was inside her mouth and Gwen's lips slipped over it and onto the shaft itself, the difference was immediate. The taste was more or less the same, and despite how hard and rough it had felt towards the base it seemed mostly smooth up here, but as her lips slipped further and further down the smooth surface of Ben's alien cock began to feel more and more coarse. She could feel the tip pushing up against the entrance to her throat, and although she knew she was about to have to suffer through a throat full of cock for what felt like the dozenth time, she accepted her situation; revelled in it, even.

She could feel her mouth stretching around the huge shaft as Ben pushed himself further inside, apparently caring little for whether he hurt her in the process. The truth was somewhere in the middle, she knew, but deep down she liked being treated that way, as if she wasn't worth anything. It made her feel twitches in places she didn't even know she'd had. His cock pushed inside her throat, the gently leaking precum seeping against the back of it, and Gwen felt as if she were in heaven. She used her tongue to massage what she could of her cousin's alien cock, but she wasn't sure whether it was accomplishing much. That is until she reached the base of his cock, and she used her tongue to reach down towards his balls. Her throat was stuffed to its limit, and she couldn't breathe with him so far down her throat, but nonetheless she worked hard to please him, even going as far as to gag herself on his cock as he watched on, thoroughly aroused.

"You really like it when I'm rough with you, don't you?" he asked her, and she was thankful that her throat was too full of cock for her to try to lie to him, she knew that she wouldn't have been convincing about it. How could she be, depraved as she was? "I'm starting to think that you wanted Wildmutt to have his way with you. I've been feeling bad about what I did all this time, so guilty... but you're loving it, aren't you? You loved it then, and you're loving it now." He punctuated each of his words with a hard pump into her mouth, his cock grinding against the back of her throat. The roughness of the base of his cock was beginning to grate on her lips, but it wasn't rough to the point where any damage could be done, simply a discomfort among other discomforts that left Gwen overwhelmed and just as horny.

He pulled himself out of her throat all at once, his huge cock laying against her face as saliva dripped from her abused mouth. As she panted for the breath she'd lost, she couldn't even bring herself to close her mouth and stop drooling. Her hands reached up to sit against the top of Ben's cock, and she gently dragged her face along the underside, sniffing at the length as her pants for breath turned into gentle moans. "You're going to do more with this thing, right? Not just my mouth..."

Ben grinned.

A few moments later, he had her in his grasp. His large hands were wrapped around her legs, holding her up against his chest, suspended entirely in the air. His cock stood out before him, and he was using his size and strength to grind her along it, having helped her remove her clothes before he picked her up from the ground. She had been hesitant to be picked up by such a large and powerful alien form — he looked as if he could snap her in half without even having to try — but when she thought about how much fun she could have with him while he was in this form, the dangers didn't seem all that important.

The difference in texture along the length of the cock was driving her crazy. At the tip, she could wiggle her lips and slide along the cock to immense pleasure, but near the base where Ben's alien cock was a lot rougher, she could hardly even move without feeling overstimulated. As if that weren't bad enough, Ben pushed one of his alien's chunky fingers between her pussy and his cock, grinding against her clit to the rhythm of his cock's movement. It was as pleasurable as it was overwhelming, and although Gwen couldn't keep down her moans, she didn't have a single complaint to make. ...well, except for one.

"Fuck me, please. Oh, god, I need it," she moaned, thrusting her hips up against both the finger grinding against her clit and the tip of his cock. Whenever she angled herself just right, she could almost push the head of his cock inside, but he always pulled her away before she could actually slip herself onto the head. For all his teasing, though, Ben was just as desperate as she was. He moved one of his hands down to grab onto her hip, helped push her forward until he felt he had the right angle to push into her, and then pushed his hips up to slip his alien cock inside her.

The head was harder to take than Gwen had anticipated. She was as wet as could be and ready for him to fuck her good, but her pussy nonetheless struggled to stretch around the thick of head of Ben's cock. It hurt at first, but compared to how hard it had been to take the knot of Wildmutt's cock, it felt like nothing. Eventually, with enough pushing up from Ben and down from Gwen, the head slipped inside with one quick motion. As Ben pulled his hips back again, Gwen's pussy clung to his cock, ensuring that he didn't pull out of her again even if he had wanted to. She moaned sweetly and turned her head around to face his, after which she leaned over and pressed a kiss against the surface of his skin. He made no attempt to kiss her back, not even sure if he could manage such a thing in the form that he was in, and then re-affirmed his grip on her before slipping himself further inside.

It was a slow motion that had him sinking further into her, controlled entirely by his hips as he leaned himself forward. He wasn't afraid of hurting her, but he still didn't try to push his luck. As more and more of his cock was stuffed inside her, Gwen grabbed on tightly to whatever she could. The difference in texture as she made her way down his cock felt weird, but a good weird. She let out a low moan and pushed her head back against the nape of Ben's neck, grinding her hips down against Ben's own in an attempt to take him as deep as she could. In her chest, her heart was beating rapidly, and she could feel herself sweating: her orgasm wasn't far off.

Sure enough, the peak of her pleasure came a few moments later. She pushed her hips down as hard as she could against Ben's cock, taking the entirety of the shaft inside her right as her orgasm hit. Ben, who had been in control, was not only surprised at her ability to take his alien form's entire cock, but also a little worried for her. He glanced down over the front side of her stomach and watched the way that his cock shifted inside her, pushing her belly up and distending it outward. It looked like it hurt, but the expression on Gwen's face was one of pure pleasure. She threw her head forward again as the moans of her peak subsided, and all that remained was the squeals of pleasure that left her as she ground against the base of his cock, using the rough texture at the base to help herself grind out what little adrenaline she had left. And then, when she could take no more, she collapsed back against Ben again.

But Ben wasn't done. The rhythmic tightening and relaxing of her pussy as she had experienced her orgasm had kept his cock hard and ready for more. After once again reaffirming his grip on her smaller frame, he squatted down a little and then began to thrust his hips forward, driving the entirety of his diamond-like cock into her at once. Each hard thrust had his balls swinging up against her pussy, a constant low thwapping that teased her clit even as she was oversensitive from the orgasm she had just experienced.

She couldn't even form words as Ben's constant hard fucking continued, each deep thrust making her realise just how dire of a situation she had gotten herself into. Ben wouldn't go easy on her, she knew. She had already given him the impression that she could take anything that he opted to throw at her, why would he decide to go easy on her all of a sudden? Nonetheless, the experience wasn't exactly painful, just unnatural. She could feel that her body shouldn't have been bending and twisting the way that it was, nor should her organs have been shifted around and displaced, but she nonetheless thrust herself down against Ben, the unnatural state of her body only proving to further her pleasure. Ben was moulding her into his personal little fucksleeve, and that thought, more than any other that she'd had since the two of them had begun fooling around with one another, fulfilled her desires perfectly.

"God, Gwen, are you ready for this? I'm gonna cum soon. I'm gonna... damn, I'm gonna fill you up," Ben groaned. His voice was nothing like his usual one, but it was definitely still Ben talking. Gwen once again reached back to grab onto him for dear life and then leaned her head back to let out another moan of pleasure. She could feel her second orgasm growing, rising in the depths of her stomach, and it felt far more intense than the last one had. She wanted to cum right as he hit his orgasm.

"Yes! God, please. Ben, fill me up with your alien cum. Please, pleeeeeease!" she moaned, and even if he had wanted her to keep talking after that she doubted that she would have been able to put the words together. Her body felt numb, her mind felt numb, and her pussy felt numb as Ben gave his final, hard thrust and bottomed out his alien cock inside her. She looked down over the length of her own body and watched as the head of his cock, visible even through the bulge that it had made in her tummy, twitched and throbbed. She watched as his cum burst out of the tip, flooding her snatch. Her orgasm hit, and after trying and failing to gasp, her ability to intake breath temporarily paused by Ben's hard fucking, she blacked out.

When she came to, Ben had pulled his cock most of the way out of her, and she could feel him trying (and failing) to finish doing so. The head of his cock couldn't quite slip out, despite how hard he was trying to do so. Her belly was full of his cum, to the point where even without his huge cock stretching her pussy to its limit and pushing the walls inside beyond theirs, her tummy was still slightly distended. Once again, she couldn't help but wonder whether it was possible for Ben to get her pregnant in his alien forms.

Finally, he was able to pull his cock from her with a loud pop, followed by his seed gushing from her snatch, making a mess of the floor beneath them. Not wanting to get in trouble, Ben quickly helped Gwen over towards the bathroom, and she took her place atop the seat, sitting there dazed and exhausted as the contents of her pussy dumped into the bowl below.

It took a while for her to come around, but by the time she could think again Ben's cum had been emptied from within her. She flushed the toilet and moved to her feet, pausing to look at herself in the mirror. Despite her exhaustion, she still felt on top of the world, and as her dazed expression slowly turned into a grin, she left the bathroom again.

Ben had been waiting for her. Sat on the bed and back in his human form, he wondered whether he was about to get a grilling for being as rough with her as he had been. he knew that he had done wrong, of course, but all the same he wanted to defend himself. She hadn't exactly helped herself, after all. But rather than grilling him, Gwen moved up close, reached her hand down to press it against his watch, and then turned it once again onto Diamond Head, before pushing the omnitrix's surface down and watching as Ben once again morphed into his alien form. A grin grew on her face, and she moved on top of him the moment that he was done transforming.

"You're not mad?" Ben asked, sounding concerned.

"Mad? No. Well, not angry, at least. Whether I've gone insane or not is up for debate, I guess." She didn't mean what she said in any literal sense. She wasn't crazy, at least not for anything other than her cousin's alien cock. It was a rare moment of clarity where Gwen felt hornier than she ever had before. She wanted Ben's cock inside her again, and she wanted it inside her right that second. She didn't even ask him before grabbing his cock by the base and slowly stroking it back to an erection, and as she pushed the tip up against her snatch once again she was more than ready to take him inside. There wasn't as much trouble this time as she pushed herself onto the head, swallowing the entirety of it into her pussy with ease.

All the same, she let out a soft moan and reached her hands down to take a firm grasp of Ben's own. Her palms searched for his, and then she pressed her fingers between the gaps in his to entwine them before holding his hands as she sank herself further down onto his alien cock. Ben had never seen her acting this way before. Whenever Gwen was dominant with him, speaking outside of their sexual encounters, she was always really rude about it, but there was no rudeness to her as she sank herself down onto his cock, only a... well, a constant grin and closed eyes. She looked content. She looked happy. She looked... so sexy. Ben had never felt about her this way before. It wasn't sexual, it was something else. He took a firmer grip on her fingers and ground his palms gently against her own, not fully understanding the things that he was feeling, but he was happy to ride along without question.

As she rode him, she put more of her weight onto his hands and then shifted her feet up to set them on the bed before dropping herself down onto him. Effectively squatting over him, she then began to pump herself up and then drop herself down against his cock, revelling in the alien's cock's different textures where she had simply accepted them before. She opened her eyes and leaned her head forward, holding a gaze with Ben for a brief moment before smirking.

"All that time spent using me like a fucktoy, and me on top has you the most interested," she muttered, moving her hands from his to instead press them against his chest.

"It's just nice seeing you enjoy yourself so much," Ben said, without really thinking about what he was saying. He didn't not mean it, but admitting to such embarrassing feelings wasn't something he had been planning to do. She looked down at him for a moment, wordlessly, before shaking her head and then leaning down to give him a gentle kiss on the lips. Once again, he couldn't kiss her back, but he did hold a gaze with her, moving his hands over to her butt. Despite holding a grip on her now, he let her keep control of the rhythm, his only movement being gentle thrusts upward each time she dropped herself onto him.

It was the most romantic sex they'd ever had, and even if the two of them didn't fully understand the implications of a lot of what they were doing, they still followed the motions. Gwen's hands moved from his chest over to his shoulders and she laid herself down on top of him as she continued to ride him, slamming her hips down against his own as her chest pressed up against his. Having her tits pressed against him was a turn on for sure, and as Ben looked down the length of her back, watching the way that her ass rose and fell with each drop of her hips, he couldn't think of anywhere else that he'd rather be, anyone else that he'd rather be spending time with, and that was a new feeling for Ben because although he didn't mind spending time with his cousin as much as he had when their summer together had first started, he still usually felt as if he would rather be at home.

Gwen's slow riding stopped when she reached her orgasm, and with one last, hard thrust down against his cock, Gwen came for the third time. Ben's own orgasm coincided with hers, a much smaller one than his previous, but just as pleasurable for him. His hands gripped her body tightly, and with much more subtle moans the two of them experienced their climaxes. When Gwen pulled herself off his cock again, she clamped her legs shut to keep his cum inside her. Ben's Omnitrix signalled that he was about to change back, and as Gwen collapsed onto the bed beside him, he did exactly that, shifting back into his human form. Naked beside his cousin, he hesitated to reach over and wrap his arm around her.

When he finally did, pushing past his discomfort in an attempt to show some affection, she was already asleep, having succumbed to how tired she had been feeling. He shuffled closer to her and took advantage of her exhaustion to wrap both arms around her, worried about what she might have to say when she woke up but ultimately accepting that it would be worth it. The weird and brand new things that Ben was feeling left him uncomfortable, and being as close to Gwen as possible, showing affection in just about any way that he could, well... that made him feel better.

He tangled his legs with hers, wrapped his arms so tight around her that he ended up pulling her closer, and even took one of her tits into his hand as his head laid behind hers. In his head, he worried that she was going to turn around and chastise him, but it would be worth it to be able to hold her the way that he was. Eventually, with thoughts of romantic words and even more romantic gestures on his mind, Ben fell asleep.


	5. Ghostly Presence

By the time that Ben had woken up again, Gwen had already moved out of the bed. She wasn't even in the room. After chastising himself for acting so openly romantic towards her, Ben shuffled over towards the end of the bed and moved to his feet. He felt a little embarrassed and wasn't sure whether he wanted to face her after acting the way that he had, but he did need to find her. If she went missing, his grandfather would blame him for it, no doubt.

He slipped into a pair of swimming trunks and sandals, then left the hotel room. As he did, he could feel the fact that he hadn't had a shower since the last time he and Gwen had fooled around. A given, of course, but he could feel her dried juices on him. ...he didn't exactly mind it. Rounding the corner towards the pool, Ben looked around for his cousin. She had to be around here somewhere. If she was leaving the hotel, she would have at least left him a note, or something.

It was as he reached the pool that Ben suddenly felt a hand press against his shoulder. He whipped his head around only to see Gwen, giving him a grin that... well, she certainly wouldn't have just outright grinned at him under normal circumstances. "Hey, you gotta see something." With that, she took him by the hand and dragged him over towards the other side of the pool, where a building sat. Ben hadn't really given the building much thought, he assumed that it was just some changing rooms or something— but, wait, the changing rooms were back in the hotel.

"A bathhouse, since I can tell you're having trouble figuring that one out," Gwen remarked, with her usual wit. Ben felt a little warmer inside, but he bit back with his own quip.

"Yeah, well, if I hadn't been so busy worrying about you, maybe I could have focused on it enough to figure that out." He crossed his arms, closed his eyes and looked away from her. The next thing he knew, she grabbed onto his chin and turned his face towards her, before giving him a kiss on the lips.

"I'm sorry for worrying you, but I had an idea related to this place and I just had to check it out—to see whether I was right. Come with me." Her hand took his again and she dragged him into the bathhouse. When they entered, the first thing that Ben noticed was just how steamy it was. So much so that he could hardly see, but he could just about make out Gwen's grinning face. "Think about all the things we could get up to in here..." she muttered.

"It's way too hot. I don't think—"

"Don't be such a pansy. You won't have to suffer the heat, anyway, because I already know just how to go about exploiting it," she told him. With that, she reached over to his wrist and popped the watch up, before turning the dial to the alien that she had in mind. Ben looked down at his wrist just in time to see Ghostfreak's silhouette before Gwen pushed the watch's top-side down and he transformed.s

It was just as well that there weren't any people around them to notice, but Gwen was right. As he briefly shifted between the alien's regular form and its mist-like one, he was getting a few ideas himself. What's more, he could see through the steam far better than any human could, so as Gwen wandered off ahead of him, he was able to follow her. Did she want him to use the steam to their advantage? To fool around with her while she was surrounded by people? She was crazy. His cousin was crazy, but... well, he liked that.

It was his kinda crazy.

Gwen took a seat at one of the baths, then let out a sigh and dipped her toe into the water. Ben, floating around beside her, couldn't help but feel a little worried, even if he had been completely up for having fun only a few moments prior. Now that he could see just how many people were around them, and see them clearly no less, he felt very aware that it would only take one slip up for the two of them to be caught. For Gwen to be caught, anyway.

Still, the arousal that he could feel coursing throughout his form wasn't going to let up by itself, and if the look in Gwen's eyes suggested anything, it was that she felt much the same, ever-eager to move on with their fun. Despite the fact that most of the folks inside there were still wearing their swimming outfits (probably a measure put in place to keep kids such as Ben and Gwen from seeing naked adults), Gwen reached back and began to pull her bathing suit aside. Inch-by-inch, she exposed her ass, until her asshole was right there in the open. Nobody could see it, of course. Nobody except Ben, anyway, but that didn't make him feel any less worried about it, nor did it make him feel any less aroused.

Within the steam, his cloud-like form turned into a dark-green coloured tentacle. He ran that tentacle down the length of Gwen's crack, and then paused when he reached her butthole. He watched her tense up, perhaps wondering whether he was going to go straight for it, but he pulled back a moment later. Instead, he moved closed and pressed the ghost-like tongue up against her behind instead. He had to focus his mind to ensure that he didn't simply phase through her, and he ended up slipping up a couple of times. Morphing hands through the smoke, he placed them upon her behind and buried his tongue as deep inside her as he could. The long, snake-like tongue reached deep inside Gwen's ass, perhaps even deeper than any of the alien cocks he had fucked her with had, and for her part, Gwen could hardly contain her excitement.

She clasped her hand over her own mouth as she let out a squeal of pleasure, after which Ben's eye widened. If anyone had heard that, they would get suspicious for sure, and yet... well, he simply couldn't tear himself away from her. His tongue, deep inside her ass, began to wriggle around. It bounced from wall to wall and twitched in place, then finally pulled back just as Gwen dropped her hand from her mouth. Ben instead ran the tongue around the rim, then gave the hole a firm lick across its surface, before pulling back further. Two ghostly fingers pushed up against her ass instead, reaching into the already lubricated hole to twist around and spread Gwen even further open. He could feel her heartbeat—she was just as excited as he was.

"Do you think you could take it if I fucked you right here?" Ben asked, trying to project his voice as close to Gwen's ear as possible. She didn't give him a verbal response, even though it probably would have been safe to do so. Instead, she simply nodded. Ben didn't need to be told twice. From the mist-like form, he was inhabiting came a tentacle. He'd been trying to form his own cock, but apparently, that was the best he could do. That did give him some ideas, though. Still, he pushed the tentacle up against her ass, tensing the tip as it probed the hole itself, and then pulled back to simply grind it up against her crack.

Having been holding her breath the entire time that he had been threatening to push inside, Gwen turned her head around to look at him and raised her eyebrow. "Are you really going to tease me?" she asked, quietly, before trying to tense her butthole. The result was a winking effect before Ben's eyes that made the already tight-feeling hole seem even more attractive to him. Without a second doubt, Ben pushed the tip of the tentacle right up against her behind and then pushed inside, this time for real.

Gwen had to hold her breath again as he did, then let out a little, squeaky moan that she was quick to cover up with a cough. She faintly saw a couple of people looking her way, but they didn't seem too suspicious. The tentacle Ben had stuffed inside her must have been easily three or four inches inside, but it felt so much weirder than the other cocks that he had fucked her with. It didn't even seem to have a tangible shape, it merely bent to the will of her asshole, and yet she could still feel it. It pulsated within her, and as it kept pushing inside there seemed to be no end to its length. How far deep was it now? Eight inches? Twelve? It kept going, then paused, and Ben began to pull the tentacle back and forth, using it to slowly fuck his cousin's ass.

"Ben, yesssss," Gwen sighed, as quietly as she could, but even her quietest wasn't quiet enough to stop Ben from worrying that somebody would hear them. Each time that someone merely glanced Gwen's way, Ben began to worry whether the two of them had been caught, but he did eventually manage to distract himself from those thoughts, focusing instead on feeding that tentacle nearly a foot deep into Gwen's ass before tugging it out again.

Gwen was having trouble staying upright, and so she reached behind herself to grab onto a railing. While doing so, she ended up slipping back and into the bath behind her, causing a splash that, while not catching anyone, definitely grabbed their attention. What made things worse was that as she had fallen backwards she had inadvertently stuffed even more of Ben's tentacle-like cock into her ass. It felt as if there was a two-foot-long worm wriggling around inside her; in front of her, she heard Ben let out a grunt, and then the warmth began to spread inside her.

With eyes on her, she had no choice but to allow Ben to cum inside her, ropes of what she assumed to be alien cum firing deep within her bowels. It felt odd, and it took all of the strength that she had to not wriggle around in discomfort. But it wasn't all bad. Actually, the trembling of his tentacle inside her felt pretty good, to say nothing of how nice it felt to have the warmth spreading within her, but that left her with another problem: she was about to cum. Right there in the water, with at least two or three people staring right at her, she was about to cum.

Her eyes rolled back, and as her orgasm hit, she let all of her worries fade from her mind. A cry of pleasure left her. She could still feel Ben's appendage throbbing inside her, and that feeling alone carried her through her orgasm. When she recovered, she grabbed onto the side of the bath and pulled herself upward, reaching down with a careful hand to pull her one-piece bikini back into place again. Ben had disappeared in the meanwhile, probably because of all the people who were now crowding around Gwen, wondering what had possessed her to act so weirdly.

On shaky legs, Gwen eventually made her way back out of the bathhouse. She was still panting for breath, even after what must have been a few minutes since her orgasm. Ben was waiting for her by the entrance, having returned to his human form since the last time that they had seen each other. He was blushing.

"That, uh..." he began.

"Don't worry. I'm not about to shout at you," she assured him, which made him visibly relax some. "But I am disappointed that you'd leave me in there like that. You could have at least brought me out here with you."

"What, and have you just suddenly disappear? Do you think the folks in there would have just been all casual about seeing a girl scream and then disappear into thin air?"

He was right, and Gwen knew that, but she couldn't help but chuckle to herself. "It would have made for a hell of a story to tell. I could come down tonight and try to scare some of them," she said, with a laugh, before shaking her head. "Anyway, my butt kinda hurts. I'm gonna go back to our room."

"Oh, you are...?" Ben asked, sounding surprised.

"Yeah. Why, did you want to do something else?"

"Well, it's just..." he said, reaching back to rub his neck. "That didn't really last very long, and we've been fooling around a lot with these different aliens, so I figured we could..."

"What aren't you telling me?" Gwen asked, able to tell just from the tone of her cousin's voice that he was hiding something from her.

"I... didn't get off, alright?" he said. Gwen gave him a look that said 'do you need me to show you the proof that you did?' but Ben beat her to the punch and continued speaking. "I know there was cum, and there was... something. Pleasure, I guess. But it wasn't like, getting off... properly..."

"What makes you think a second round would be any different?" Gwen asked.

Ben went silent for a moment, and then cleared his throat. "Well, I could tell you, but... maybe it would be better if I just showed you?"

A couple of moments later, the two of them were around the other side of the building. The back entrance to the bathhouse was obviously intended for staff, which meant that they likely wouldn't be disturbed. 'Likely' was good enough for Gwen, and Ben was too horny to even think about saying no. After turning into Ghostfreak a second time, Ben looked towards Gwen with the one eye. A tentacle appeared as it had before.

"What? Okay, it looks a lot grosser than I thought it would. Got it. What did—" Gwen closed her mouth and her eyes opened wide. Before her, another tentacle morphed into existence from the edge of the cloud-like form, the same size and shape as the other. A third appeared not long after, and then a fourth, and then a fifth, and before she knew it, there were over a dozen of the things. But they kept sprouting up, long after she lost count of them. Her hand moved up to her mouth in surprise.

"Ben, that's..."

"It's cool, right?"

"It's hot. Oh, my God. How many of those are there?" Gwen asked, reaching out to touch one of them.

"I dunno. I can't really feel them individually, at least without focusing super hard, but..." As Ben's distant voice trailed off, one of the tentacles moved to wrap around Gwen's leg. She didn't need to see his face to know that he was grinning.

"Well... hopefully you can do more than fuck me in the ass for a minute and then blow your load this time," she told him. Within a moment, she had been lifted up and off the ground. She could feel her heart pounding in her chest as a dozen different tentacles wrapped around her in different places, holding her up in the air. Somehow, she felt safe, even in the grip of a dozen alien tentacles, and when Ben presented her with one of them a moment later, she didn't hesitate to lean up and take it into her mouth.

She couldn't reach her hands up to stroke it because they had been suspended in the air beside her, so she made the most of her mouth. Her tongue ran around the head in slow circles, and she glanced towards Ben's eye with a bashful gaze, feeling very aware of the fact that his entire focus was on how good or bad her blowjob skills were. She felt the tentacle twitch against her tongue, then took the tip into her mouth. The taste wasn't anywhere as bad as she would have expected it to be, but then, all of the alien cocks so far had tasted nice. Perhaps she just liked the taste of cock, no matter what species it belonged to.

Dipping her head forward, she managed to take a couple of inches of the appendage inside, but she found herself unable to go any further. She glanced over towards Ben again, and then pulled back from the tentacle-like cock. "Could you maybe... fuck my throat with it? I don't think I can go any deeper while you have me held up like this." Ben didn't need to be told twice, and the tip of the tentacle immediately pressed up against her lips. She opened her mouth and let it inside, only for Ben to go straight for her throat. She didn't blame him, he was excited, but she did cough.

As he pulled the tentacle back into her mouth again, Ben had one of the other tentacles run up against her pussy from the outside of her bathing suit as a way of apologising to her. "Sorry..." he said, but Gwen didn't even look as if she was listening. She began to grind back against the tentacle almost immediately, and once she felt that she could take the tentacle deeper into her mouth without choking on it, she tapped the head of the appendage with her tongue to let Ben know that she was good to go. A moment later, the tentacle pushed forward, past the entrance to her throat and then down into the gullet itself.

One of the others wrapped around her bathing suit, then pulled it aside to allow the aforementioned second to grind up against her bare pussy. With her lips already drenched, it didn't take long for the tentacle to be able to slip inside her; as it did, Gwen let out a moan onto the tentacle in her mouth, then began to grind her hips against the one pushing its way inside her. It only managed an inch or so at first, widening out experimentally—which was a thing Ben could do, apparently—to see just how thick of an appendage she could handle in there.

He only teased her to a certain point, though. It wasn't long before he wanted to get into the main event just as much as she did. He let the tentacle thin out again so that it would be easier for his cousin to fit inside her, then slid deeper, inch by inch, until the tip of the tentacle was grinding up against the entrance to her cervix; he didn't want to push inside there, though, so he instead had the tentacle double back on itself and move down towards her entrance again; before beginning to wrap around itself and grind against Gwen's insides in all sorts of hopefully pleasurable ways. Gwen would have been happy with anything, in truth, but she appreciated the extra effort that her cousin was apparently putting into ensuring that she found pleasure in their time together.

The other tentacle, meanwhile, had pushed all the way into the back of her throat, sliding down against the gullet while Gwen struggled to breathe around it. Ben did his best to always make sure that she could, but he couldn't do much about it being difficult to do so. Or, well, that's what he would have said, anyway. The truth of the matter was that between the feeling of said tentacle in her throat, the one he had stuffed inside her pussy and his attempts to keep her in the air with his other appendages, he just didn't have the focus to spare. Gwen didn't mind, though. If anything, she seemed to revel in the mix between pleasure and pain, excitement and suffering. She even gave her ass a little wiggle in an attempt to tease him into giving her ass the same treatment that he had been giving her pussy.

Soon, he used the tentacles to lean her forward again, her body moving upright as the tentacle pulled out of her mouth and she was given a chance to breathe properly for the first time since the tentacle had first pushed inside her throat. "Wow," she muttered once she had gotten her breath back. "You really gave my throat a workout there." Once again, she didn't need to be able to see Ben to know that he was grinning at her. She found herself grinning, too, then leaned back in Ben's touch, with other tentacles supporting her.

"Do you think you could take a tentacle inside both of your holes?" Ben asked, apparently oblivious to the fact that Gwen had been trying to get him to do exactly that mere moments prior. With a sigh, Gwen nodded.

"Yes, dweeb. You've put bigger things up there. I dunno why you can't put simple stuff together like that." There was venom in her words, but Ben knew that she was only acting that way because she wanted him to get on with what he was doing. Before she had the chance to bitch him out, he pushed the tip of another tentacle up against her ass, then slid it inside, deeper than he had the previous time.

To Gwen's surprise, she could hardly feel it. The first foot or so was very obvious inside her, she knew exactly where it was and how big it was, but the further Ben's tentacle pushed inside her ass, the harder it was to tell just how deep it had gotten. Every now and then, she would feel something grinding up against a different part of her insides, somewhere far deeper than she had even thought possible, and it would send a shiver throughout her lower body that had her grinding down against the two tentacles stuffed inside.

"That feels so weird," she mused, before pausing. Ben wasn't seriously going to try to push the tentacle all the way through her, was he? Surely not. That would be super dangerous, not to mention that the tentacle would have to be— she could feel it pressing up against the base of her stomach. It made her feel... off. Not queasy. She didn't need to vomit. But something felt wrong. Then, as the tentacle continued moving upward and slid along the inside of her throat, it began to feel right. So right. She opened her mouth just in time for the tentacle to slip out, its tip shooting precum up into the air which then landed on her chest as it splattered back down again. She could still feel that tentacle pushing inside her ass, and she could feel it moving around inside her, too: without a doubt, there was a tentacle running all the way through her body.

But she was finding it hard to breathe past the thing.

Either by luck or Ben's intention, she did manage to get enough air into her lungs to avoid passing out, but it constantly left her in a state of exhaustion where she could only feel pleasure, moan as she felt said pleasure, and thrust her hips desperately in whatever direction she thought would bring her even more pleasure. Reason slipped from her mind as pleasure took over, and for Ben's part, he seemed to be similarly desperate. The tentacle inside her pussy thrashed about madly, and the one that had gone all the way through her ass to her mouth latched onto her tits for some extra stimulation. The ones that had been wrapped around her hands slid up against the palms so that she could help to get them off, and further down there were others grinding against her feet, against her armpits, against the backs of her legs. As he tried to figure out how pleasure worked for the alien that he was inhabiting, Ben did just about anything and everything that he could think of.

Over and over again, Gwen came to a screaming orgasm. Her holes twitched madly around the tentacles inside and she moaned against the one in her throat, and each one brought Ben closer to... something. He wasn't exactly sure what. Then, all at once, an orgasm hit him. It was like a thousand different orgasms at once, and each of the tentacles shot off rope after rope of thick alien cum. Gwen's body was covered from head to toe, and her pussy was filled; as Ben slowly retracted the tentacle through her body, it continued spurting cum, too. Even the tentacles that had been holding her up in the air, those that hadn't been able to find their own source of pleasure, anyway, spurted off onto her body, leaving her absolutely drenched.

And then right as Ben's time as Ghostfreak ran out, he settled Gwen down upon the floor again. It took both of them at least two or three minutes of silence before they managed to build up the energy to say something.

"That was—" they both said at once, and then chuckled.

"Amazing," Gwen muttered, looking up towards the sky.

"You said it," Ben agreed. "It's been fun exploring these with you. I know we're just fooling around, but— hey, what're you doing?" Ben asked, glancing over towards his cousin, who was currently licking her hand clean.

"What? I went through all that trouble to get this cum out of you, can't I enjoy it?" She had no intentions of stopping, even if Ben did turn out to have a problem with it.

"Y-Yeah, of course. It's not that I don't want you to, I'm just..."

"You're just what?" Gwen asked, curiously, as she licked along her forearm to scoop up a healthy mouthful's worth of cum.

"It's just surprising to see you acting like this. I'm learning a lot about you that I didn't know before. You're very... uh... insatiable."

"I'm insatiable? And you're, what, a saint?" she asked, with a giggle.

"No! Not... ah, forget it, I'm just... I'm glad that you're..." Ben trailed off there, and he didn't say anything else as he watched Gwen lick herself clean. She gave up around the time that she had cleaned off her own face and her hands, and then she had Ben accompany her to the pool where she quickly jumped in and cleaned herself off before anybody else happened to notice what she had been doing. And from there, finally, Ben and his cousin retreated back to their bedroom. It was barely even past lunchtime, but the two of them were exhausted.

At least, Ben had assumed so. The moment that they got into their room, Gwen pushed him back against the door and dropped to her knees. "I'm curious about something," she told him, then slipped her hands into his trunks to yank them down and out of the way. She leaned over to press her nose against his member, then gave it a sniff. "Ooh, yeah, this was in my ass, for sure," she said, before pressing a kiss upon its surface. Ben raised his eyebrow as his heart began to pound in his chest.

"You're really gonna—" he began, only for her to cut him off.

"Don't make it weird, just let me suck your dick," she told him. Leaning down, she took the head into her mouth and ran her tongue against the underside. As his member grew hard within her mouth, Gwen slipped herself further down its length, taking it inch-by-inch down towards the base. She lifted her gaze up to look him in the eye as she sucked him, and even went as far as to wrap her arms around his body. She held herself down at the base, forcing herself to take his entire cock inside at once, and then pulled back once she got bored to play with the head of his cock instead. Lick-by-lick, she cleaned him of the taste of her ass, a hand reaching down to fondle his balls at the same time.

It didn't take Ben long to reach his climax. Between his exhaustion and the fact that his cousin was sucking his actual, real-life dick for the first time, he couldn't hold himself back. "G-Gwen, I'm gonna," he said, only for her to force herself down onto his cock a second time. With him throbbing in her throat, she took his entire load straight down her gullet, then pulled back to wipe her mouth.

"I can't believe that getting your dick blown turned you into such a wet blanket. You were ravaging me with tentacles not ten minutes ago," she teased, moving to her feet. Ben reached down to pull his shorts back up, then huffed.

"I don't need to explain that was different, do I?" he asked. She looked at him with a partly confused expression, then shrugged.

"I guess not. But don't think about it too much. I just wanted to follow-up from our fooling around earlier. It wasn't as if the thought of sucking your cock had me all worked up." He couldn't read her, not was he sure that he knew that she was trying to say, but for the sake of his own sanity, Ben chose not to think about it for the time being. As he took a seat on the bed, Gwen headed into the shower, and then the door to their room opened.

Their grandfather walked inside, then gave Ben a warm smile. "There you are. I've been looking for you. Gwen— oh, I assume she's in the shower?"

Ben moved to his feet to give his grandpa a hug, then nodded. "Yeah. Is it time to go?" Ben asked. "Did you take care of that problem?"

"Hopefully," Max muttered, then walked over towards the beds to grab his grandchildren's belongings for them.

An hour later, they were back on the road, with the events of the last two days fresh in Ben's mind. With his chin in his hands, he looked out of the window and watched the road roll by. He wished that he had words to put to his feelings.


End file.
